December 31, 2004 Uses in Notice Clause

Notice from Amended and Restated

Effective as of January 1, 2005, RRI Energy, Inc. (the Company), a Delaware corporation, established the RRI Energy, Inc. Deferral and Restoration Plan, as amended (the Plan) in order to provide non-qualified benefits for its eligible employees and non-employee directors that are earned or vest on and after January 1, 2005. The Plan is intended to qualify for the exemptions provided under Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), for plans that are not tax-qualified and that are maintained primarily to provide deferred compensation for a select group of management or highly compensated employees. In addition, the Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code), to the extent applicable.

Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Notice from Amended and Restated

Notice. Except as provided in Section 8.1, any notice required or permitted to be given under this Plan shall be sufficient if in writing and delivered via telecopier, messenger, or overnight courier with appropriate proof of receipt, or sent by U.S. registered or certified or registered mail, return receipt requested, to the appropriate person or entity at the address last furnished by such person or entity. Such notice shall be deemed given as of the date of delivery to the recipient or, if delivery is made by mail, as of the date shown on the receipt for registration or certification.

Notice from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 15, 2006, is by and among ANSYS, Inc., a Delaware corporation (Parent), ANSYS XL, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (Merger LLC), BEN I, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (Merger Sub), HINES II, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (Merger Sub II and with Merger Sub and Merger LLC, the Merger Subs), Heat Holdings Corp., a Delaware corporation (Holding), Aavid Thermal Technologies, Inc., a Delaware corporation (the Company), TROY III, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub III), Fluent, Inc., a Delaware corporation (Fluent, together with Holding and the Company, the Selling Companies and each a Selling Company), and, for purposes of Section 9.7 and Article VI, Article XI, Article XII and Article XIV, Willis Stein & Partners II, L.P., Willis Stein & Partner

Notice. has the meaning set forth in Section 9.1(b)(ii) of this Agreement. Securities Act means the Securities Act of 1933, as amended. Selling Company or Selling Companies has the meaning set forth in the introductory paragraph of this Agreement. Selling Companies Boards means the Holding Board, the Company Board and the Fluent Board. Selling Companies Disclosure Schedule has the meaning set forth in the introduction to Article V. Selling Companies Employees has the meaning set forth in Section 9.11 of this Agreement. Selling Companies Licenses has the meaning set forth in Section 5.24 of this Agreement. Selling Companies Marks has the meaning set forth in Section 5.18(a) of this Agreement. Selling Companies Material Adverse Effect means any change, event, circumstance or condition that has or results in a material adverse effect (a) on the business, financial condition, assets, liabilities, results of operations or prospects of the Selling Companies and their respective Subsidiaries, taken as a whole, except that none of the following constitute a Selling Companies Material Adverse Effect: (i) changes in general economic or political conditions or the securities market in general (whether as a result of acts of terrorism, war (whether or not declared), armed conflicts or otherwise) to the extent they do not disproportionately effect the Selling Companies and their respective Subsidiaries taken as a whole; (ii) changes, effects or circumstances resulting from the announcement of this Agreement or the consummation of the transactions contemplated by this Agreement; or (iii) any action taken at the written request of Parent or any of the Merger Subs, or (b) on the ability of the Selling Companies to consummate the transactions contemplated by this Agreement. For purposes of clarification, an event (other than an event described in clauses (a)(i) through (iii) above) which would otherwise constitute a Selling Companies Material Adverse Effect shall not be deemed to not constitute a Selling Companies Material Adverse Effect solely because such event has resulted in or resulted from one of the events described in clauses (a)(i) through (iii) above. Selling Companies Product has the meaning set forth in Section 5.18(a)(iv) of this Agreement. Selling Companies Stock means Holding Stock, the Company Stock and Fluent Stock. Selling Companies Trade Secrets has the meaning set forth in Section 5.18(a)(xi) of this Agreement. Senior Indebtedness has the meaning set forth in Section 3.6(a) of this Agreement. SOX means the Sarbanes-Oxley Act of 2002. Spin-Off has the meaning set forth in the Recitals of this Agreement. Spin-Off Entities has the meaning set forth in the Recitals of this Agreement. Spin-Off Entities Non-Competition Agreements has the meaning set forth in the Recitals of this Agreement. Stock Consideration has the meaning set forth in Section 3.1(a)(ii) of this Agreement. Stock Escrow Amount has the meaning set forth in Section 11.3(a) of this Agreement. Stockholder or Stockholders means the Holding Stockholders, the Company Stockholders and Fluent Stockholders. Stockholder Notices has the meaning set forth in Section 9.1(b)(i) of this Agreement. Stockholder Votes means the Holding Stockholder Vote, the Company Stockholder Vote and the Fluent Stockholder Vote. Stockholder Written Consents has the meaning set forth in the Recitals of this Agreement. Stockholders Pro Rata Stock Amount shall mean the pro rata amount of the stock portion of the Merger Consideration set forth in the Schedule provided by the Selling Companies at the Closing. Stockholders Representative means Willis Stein & Partners II, L.P. Stockholders Representative Notice has the meaning set forth in Section 3.8(a) of this Agreement. Straddle Period has the meaning set forth in Section 12.2 of this Agreement. Subordinated Indebtedness has the meaning set forth in Section 3.6(b) of this Agreement. Subsidiary means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, trust or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, at least a majority of the capital stock or other equity or similar interest in such entity, or which is consolidated with such Person for financial reporting purposes; provided that, as used herein with respect to the Selling Companies, the term Subsidiary shall not include any of the Spin-Off Entities. Superior Proposal means a bona fide written Acquisition Proposal that the Selling Companies Boards conclude in good faith, after consultation with outside legal counsel, is more favorable, from a financial point of view, to the Stockholders than the Mergers and the other transactions contemplated hereby, after taking into account (a) the likelihood of consummation of such transaction on the terms set forth therein and (b) all legal, financial (including the financing terms of such proposal), regulatory