Common use of Xxxxxxxxx Clause in Contracts

Xxxxxxxxx. A. For all "layoffs" (severance of employment without the intent to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.

Xxxxxxxxx. A. For all XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "layoffs" (severance of employment without the intent to replace the Employee dismissedCORPORATION"), all discharges for SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "incompetence," Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as hereinafter defined in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in Paragraph E hereofthe registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all discharges for "cause," as hereinafter referred to in Paragraph C hereof, purposes. The Holder and each subsequent registered holder hereof by the Company acceptance of this Voting Trust Certificate agrees to notify the Union before officially notifying the Employee concerned be bound by all of the proposed termination (except provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause)premises. Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.Date: ___________________________

Xxxxxxxxx. A. For The SUPPLIER shall be obliged to take out insurance against all "layoffs" (severance of employment without the intent to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned risks of the proposed product liability as an automotive parts supplier, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to the conclusion of the contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination (except in the case This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation time and who may be terminated for cause). Where such notification by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the Union has been oralend of a calendar year, it will unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be confirmed made in writing to be valid. The required form can only be waived by a declaration in writing. At If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the Union's request remaining provisions of this QAA shall remain unaffected by this. Should any gap in the Company agrees to meet immediately provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the Union discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to discuss take legal action at the questionSUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, andwhereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if no agreement can be reached at such meetingrequired. Kronach - Neuses, the Union shall have the right to meet with the immediate supervisor of the Employee concerned………………… Musterhausen, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.………………….

Xxxxxxxxx. A. For all "layoffs" (severance of employment without The parties expressly acknowledge and agree that the intent to replace Property does not include the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, security system and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, andequipment, if no agreement can be reached any, located at such meetingthe Property, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severanceincluding, but may be severed at any time on or after not limited to, panels, monitors and sensor lights, which are and shall remain the end personal property of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" Seller and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be included in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to arbitrationall matters of record affecting the Property. The parties hereto declare that they do not hereby intend, except by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as otherwise provided in Paragraph E of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The Union shall neither notify the Employee nor discuss the matter parties hereto do hereby waive and dispense with the Employee prior to notification to production of any and all certificates and/or researches required by law and relieve and release the Employee undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the Company. The grievance meeting provided for parties thereto in the Grievance and Arbitration Articles several counterparts, each of this Agreement may which when so executed shall be waived as a prerequisite deemed to arbitration by mutual consent of the Company be an original, but all such counterparts shall together constitute but one and the Union provided that the meeting hereinbefore referred to in this Article has been heldsame instrument.

Xxxxxxxxx. A. For During the Remaining Term, you shall continue to be eligible for the Severance Amount, but Section 3.8 of the Employment Agreement shall cease to apply effective as of the commencement of the Advisory Term. Notwithstanding any other provision of this Advisory Agreement, in the event that, during the Advisory Term, your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason, you shall be entitled to (i) the annual base salary you would have received had you remained employed through May 3, 2019 (the “Advisory Severance Amount”) and (ii) continued participation in the benefits set forth in Sections 3.3 and 3.7 of your Employment Agreement (or at the Company’s discretion, participation in equivalent benefits obtained by the Company for you that shall be as close as reasonably possible to those benefits that you receive as of the date of termination) through May 3, 2019 (the “Advisory Severance Benefits”), in each case less all "layoffs" applicable withholding and other applicable taxes and deductions; provided that (severance x) you execute and deliver to the Company, and do not revoke, a Release and (y) you have not materially breached as of the date of such termination any provisions of your Employment Agreement or this Advisory Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment and to provide such benefits shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made or benefits have been provided, you shall repay to the Company such payment and the value of such benefits within 30 days after demand therefor; provided, however, such repayment shall not be required if the Company shall have materially breached your Employment Agreement or this Advisory Agreement prior to the time of your breach. The Advisory Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in the Release) has expired, and the Advisory Severance Benefits shall commence on the date your employment terminates. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment without the intent to replace the Employee dismissed(or if such Release is revoked in accordance with its terms), all discharges the Advisory Severance Amount shall not be paid and the Advisory Severance Benefits shall terminate. For the avoidance of doubt, (A) you expressly agree that the change in your authority, duties or responsibilities in connection with your transition to Special Advisor shall not constitute “Good Reason” for "incompetence," as hereinafter referred purposes of this Advisory Agreement and (B) upon the expiration of the Advisory Term, or upon the termination of your employment for Cause or due to the expiration of this Advisory Agreement or by your death or Disability, or by your voluntary termination of your employment hereunder for any reason other than Good Reason, you shall be entitled only to the payment of such installments of your annual base salary that have been earned through the date of such expiration and/or termination and, other than in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereofconnection with the expiration of the Advisory Term, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except shall provide you and your dependents continued participation in the case of News Desk Associates employed Company’s health and medical benefits (or at the Company’s discretion, participation in equivalent benefits obtained by the Company in Chicago with less than ninety (90) days service who are on probation for you and who may your dependents that shall be terminated for cause). Where such notification as close as reasonably possible to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor those benefits that you and your dependents receive as of the Employee concerneddate of termination) through May 3, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held2019.

Xxxxxxxxx. A. For all Name: Xxxxx X. Xxxxxxxxx Title: Commercial Loan Officer EXHIBIT C-1 FORM OF TERM LOAN NOTE Date: __________, 20__ FOR VALUE RECEIVED, the undersigned (the "layoffs" (severance of employment without the intent to replace the Employee dismissedBorrower"), all discharges hereby promises to pay to the order of _____________________________ (the "Lender"), on the Term Loan Maturity Date (as defined in the Credit Agreement referred to below), or such earlier date or dates as may be required pursuant to the terms of the Credit Agreement, the Lender's Pro Rata Term Share of the Term Loan under that certain Credit Agreement, dated as of April __, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of the portion of the Term Loan made by the Lender from the Closing Date until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for "incompetence," the account of the Lender in Dollars, in Same Day Funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as hereinafter well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Term Loan Notes referred to in Paragraph E hereofthe Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty and the Security Instruments. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The portion of the Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of the portion of the Segments made by the Lender and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALLTRISTA CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ EXHIBIT C-2 FORM OF REVOLVING LOAN NOTE Date: __________, 20__ FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to the order of _____________________________ (the "Lender"), on the Revolving Credit Maturity Date (as defined in the Credit Agreement referred to below) the Lender's Revolving Credit Commitment or such lesser principal amount of Revolving Loans (as defined in such Credit Agreement) due and payable by the Borrower to the Lender on the Revolving Credit Maturity Date under that certain Credit Agreement, dated as of April __, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and all discharges Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for "cause," the account of the Lender in Dollars, in Same Day Funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as hereinafter well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Revolving Loan Notes referred to in Paragraph C hereofthe Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty and the Security Instruments. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALLTRISTA CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ EXHIBIT C-3 FORM OF SWING LINE NOTE Date: ____________, 20__ FOR VALUE RECEIVED, the Company agrees undersigned (the "Borrower"), hereby promises to notify pay to the Union before officially notifying order of BANK OF AMERICA, N.A. ("Swing Line Lender"), on the Employee concerned date when due in accordance with the Credit Agreement referred to below, the Swing Line Sublimit or such lesser aggregate principal amount of the proposed termination (except in the case of News Desk Associates employed each Swing Line Loan from time to time made by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification Swing Line Lender to the Union has been oralBorrower under that certain Credit Agreement, it will be confirmed dated as of April ____, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing. At the Union's request the Company agrees writing from time to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meetingtime, the Union shall have "Agreement;" the right terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to meet with time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the immediate supervisor unpaid principal amount of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Union has been notified Agreement. All payments of principal and interest shall be made to the proposed terminationSwing Line Lender in Dollars, unless the Company has been unable in Same Day Funds at its Lending Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed paid upon demand, from the payroll sooner than fourteen (14) calendar days from due date thereof until the date of actual payment (and before as well as after judgment) computed at the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for per annum rate set forth in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of Agreement. This Note is the Company and the Union provided that the meeting hereinbefore Swing Line Note referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty and the Security Instruments. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Article has been held.Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of the Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALLTRISTA CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________

Xxxxxxxxx. A. For all XXX, INC.: INDEMNITEE: ------------------------------ ------------------- Xxxxxx X. Xxxxx W. Xxxxxxx Xxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. -------------------------- 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ---------------------- Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, and shall, apply in circumstances where the "layoffsagent" (severance as defined in the agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of employment without indemnification under the intent indemnity agreements is intended to replace be to the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofmaximum extent permitted by applicable law, and all discharges if the law regarding the standards under Delaware law for "cause," as hereinafter referred entitlement to indemnification (currently believed to be that the person acted in Paragraph C hereofgood faith and in a manner he reasonably believed to be in, or not opposed to, the Company agrees to notify the Union before officially notifying the Employee concerned best interests of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, Corporation and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be deemed amended to incorporate such broader indemnification; and discharges FURTHER RESOLVED, that for "incompetence" purposes of the final decision indemnity agreements and subsequent review of a determination that an agent is not entitled to remain indemnity, the termination of any proceeding by judgment, order, settlement (whether with the Company and such decision or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and neither notify the Employee nor discuss the matter with the Employee prior to notification failure of any forum selected pursuant to the Employee by the Company. The grievance meeting provided for procedures described in the Grievance and Arbitration Articles indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of this Agreement may be waived as conduct or had any particular belief, nor an actual determination by any such selected forum (other than a prerequisite to arbitration by mutual consent of court with jurisdiction over the Company and the Union provided Indemnitee) that the meeting hereinbefore referred indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, shall be a defense to in this Article the indemnitee's claim or create a presumption that the indemnitee has been heldnot met any particular standard of conduct or did not have any particular belief.

Xxxxxxxxx. A. For all "layoffs" (severance We understand that on or about January 10, 1999 you will be fully drawn under the Existing Agreements. Although we have increased the credit capacity under the Existing Agreements several times in the past to enable you to continue operations, additional credit capacity beyond the currently available $43,000,000 will not be forthcoming for continued funding of employment without the intent such operations. Although we have no obligation to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned provide additional funding or grant waivers of the proposed termination (except terms of the Existing Agreements, in the case event you cannot find other sources of News Desk Associates employed funding, we are willing to consider negotiating an agreement with you containing the following terms: (i) we would lend you additional funds to assist you in a non-bankruptcy winding up of your business in an orderly fashion (including payment of current obligations) in accordance with a plan approved by your directors and satisfactory to us (the Company "Plan"); (ii) these additional funds would be extended for six months, which should be sufficient time for winding-up the business; (iii) you would agree to use the amount loaned under the new agreement solely for expenses necessary for the payment of current obligations and the orderly winding up of your business in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately accordance with the Union to discuss Plan; and (iv) payment of amounts due and payable under the question, and, if no agreement can Existing Agreements would be reached at such meeting, the Union shall have the right to meet with the immediate supervisor deferred and instead would be resolved as part of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified wind- up of the proposed terminationbusiness. Please note that nothing herein shall be construed as a waiver of Lockheed Xxxxxx Corporation's ("Lockheed Xxxxxx") rights and remedies under the Existing Agreements. In addition, unless this letter is a non-binding proposal on the Company has been unable part of Lockheed Xxxxxx. Lockheed Xxxxxx makes no commitment to meet with provide additional funding or to defer payment of amounts due and payable under the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents Existing Agreements absent execution of a definitive agreement satisfactory to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar daysLockheed Xxxxxx. It is understood imperative that with respect to "layoffs" and discharges for "incompetence" we receive your response by December 28, 1998, as the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent termination date of the Company and Existing Agreements is fast approaching. In the Union provided that interim, we will continue to work with you on other alternatives, including the meeting hereinbefore referred to in this Article has been held.sale of the business or parts thereof. Sincerely, /s/ XXXXXX X. XXXX Xxxxxx X. Xxxx Vice President, Finance

Xxxxxxxxx. A. Title: Managing Director For all "layoffs" itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement Accepted as of the date hereof (severance with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory): HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director For itself and as a Representative of employment without the intent several Underwriters named in Schedule I to replace the Employee dismissedapplicable Pricing Agreement Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory): XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement ANNEX I FORM OF PRICING AGREEMENT _____________, 2022 As Representative[s] of the several Underwriters named in Schedule I hereto c/o ____________________ Ladies and Gentlemen: WALMART INC., a Delaware corporation (the “Company”), all discharges for "incompetence," as hereinafter referred proposes, subject to the terms and conditions stated herein and in Paragraph E hereofthe Underwriting Agreement, dated __________, 2022, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Prospectus or the Prospectus to the fullest extent applicable and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Prospectus (including a prospectus supplement relating to the Designated Securities), in all discharges for "cause," as hereinafter referred material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in Paragraph C hereofthe Underwriting Agreement incorporated herein by reference, the Company agrees to notify the Union before officially notifying the Employee concerned issue and sell to each of the proposed termination Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, WALMART INC. By: Name: Title: Accepted as of the date hereof: [NAME OF REPRESENTATIVE] By: Name: Title: [[NAME OF REPRESENTATIVE] By: Name: Title: ] For themselves and as Representative[s] of the several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased $ TOTAL $ SCHEDULE II TITLE OF DESIGNATED SECURITIES: ________________ due _________________ (except the “Designated Securities”). AGGREGATE PRINCIPAL AMOUNT: ____________ of the Designated Securities. PRICE TO PUBLIC: __% of the principal amount of the Designated Securities, plus accrued interest, if any, from _________________. PURCHASE PRICE TO UNDERWRITERS: __% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________________; and the selling concession shall be __% and the reallowance concession shall be __%, in the each case of News Desk Associates employed the principal amount of the Designated Securities. INDENTURE: Indenture, dated as of July 19, 2005, as supplemented by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oralFirst Supplemental Indenture, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the questiondated as of December 1, and, if no agreement can be reached at such meeting2006, the Union shall have Second Supplemental Indenture, dated as of December 19, 2014, and the right to meet with the immediate supervisor Third Supplemental Indenture, dated as of the Employee concernedJune 26, his/her acting department head2018, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with each between the Company and such decision shall not be subject to arbitrationThe Bank of New York Mellon Trust Company, except N.A., as otherwise provided in Paragraph E hereofTrustee. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.MATURITY:

Xxxxxxxxx. A. For all XXX, INC.: INDEMNITEE: -------------------------------------- ---------------------------- Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx III Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Westlake Village, CA 91362 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, and shall, apply in circumstances where the "layoffsagent" (severance as defined in the agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of employment without indemnification under the intent indemnity agreements is intended to replace be to the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofmaximum extent permitted by applicable law, and all discharges if the law regarding the standards under Delaware law for "cause," as hereinafter referred entitlement to indemnification (currently believed to be that the person acted in Paragraph C hereofgood faith and in a manner he reasonably believed to be in, or not opposed to, the Company agrees to notify the Union before officially notifying the Employee concerned best interests of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, Corporation and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be deemed amended to incorporate such broader indemnification; and discharges FURTHER RESOLVED, that for "incompetence" purposes of the final decision indemnity agreements and subsequent review of a determination that an agent is not entitled to remain indemnity, the termination of any proceeding by judgment, order, settlement (whether with the Company and such decision or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and neither notify the Employee nor discuss the matter with the Employee prior to notification failure of any forum selected pursuant to the Employee by the Company. The grievance meeting provided for procedures described in the Grievance and Arbitration Articles indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of this Agreement may be waived as conduct or had any particular belief, nor an actual determination by any such selected forum (other than a prerequisite to arbitration by mutual consent of court with jurisdiction over the Company and the Union provided Indemnitee) that the meeting hereinbefore referred indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, shall be a defense to in this Article the indemnitee's claim or create a presumption that the indemnitee has been heldnot met any particular standard of conduct or did not have any particular belief.

Xxxxxxxxx. A. For all "layoffs" (severance of employment Employer may terminate Executive without Cause during the intent Contract Period upon four weeks’ prior written notice to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofExecutive, and all discharges Executive may resign for "cause," as hereinafter referred to Good Reason during the Contract Period, but only in Paragraph C hereof, full accordance with the Company agrees to notify the Union before officially notifying the Employee concerned terms of the proposed termination second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the case of News Desk Associates employed by the Company in Chicago with less than next sentence) that date which is ninety (90) days service who are on probation after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and who may be terminated for causecash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). Where such notification to If on the Union date that is 90 days after termination of Executive’s employment, Executive has been oralsigned the Company’s required release document, it but the time that Executive may revoke the release document has not expired, payment will be confirmed made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in writingparticular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. At If the Union's request requirements of the Company agrees preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to meet immediately have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with the Union to discuss the question, Employer for “Good Reason”; and, if no agreement can in particular, Employer shall not be reached at such meeting, the Union shall required to pay any amount which would otherwise have the right been due to meet Executive under this Section 9 of this Agreement had Executive resigned with the immediate supervisor “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Employee concernedInternal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges resignation for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles Good Reason under this Section 9 of this Agreement may be waived (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a prerequisite to arbitration by mutual consent period of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldless than thirty six (36) months).

Xxxxxxxxx. A. For all "layoffs" The Superintendent's employment during the termof this Agreement may only be terminated forjust cause, inaccordance with the procedures set forth below. Hearing Procedures: Charges against the Superintendent may only be brought by the Board and al such charges shal be inwriting. The Superintendent shal be entitled to xxxxx hearingon said charges, upon at least thirty (severance 30) days notice, before an independent hearing of employment without icer who shal be an at orney at law. The hearing shal be inexecutive or public ses ion, at the intent to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned option of the proposed termination (except Superintendent. The hearing of icer may be selected by mutual agreement between the Superintendent and the Board or, in the case of News Desk Associates employed by the Company in Chicago with less than ninety event no such agreement is reached within fifteen (9015) days service who are on probation and who may after the Superintendent's receipt of the writ en charges, a request shal be terminated for cause). Where such notification made to the Union has been oralAmerican Arbitration As ociation, it will by either partyfor alist of Arbitrators. The Superintendent shal be confirmed in writing. At the Union's request the Company agrees entitled to meet immediately with the Union to discuss the question, and, if no agreement can be reached due proces protection at such meetinghearing, the Union shall have including but not limited to the right to meet with the immediate supervisor elect a public or private hearing; to be represented by counsel, to present, cros -examine and subpoena witnes es, to subpoena documents, papers, let ers or other tangible evidence, to have al testimony given under oath, to receive without cost an accurate writ en transcript of the Employee concernedproce dings; andto receive writ en findings of fact andconclusions of law. The hearing o f f ic e r ' s decision shal be final and binding upon the parties, his/her acting department headsubject to their respective rights to appeal in accordance with law. The District, and/or at its expense, shal provide a certified shorthandorcourt reporter who wil transcribe al proceedings. Any criticisms or complaints which have not been previously forwarded to the Superintendent inaccordance withthe provisions of Paragraph "5"of this Agreement or charges based upon any al egation which was made known in writing to the Superintendent bythe Board more than one (1) year before the charge is filed, shal not be admis ible at such Company executives as a hearing against the Company has designated, for the purpose Superintendent. The hearing of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days icer shal strike from the date writ en charge or charges any such charge made against the Union has been notified Superintendent. The hearing of icer shal , upon the conclusion of the proposed terminationhearing, unless prepare and submit a writ en decision, which decision shal include findings of fact and a disposition of each charge. Both the Company has been unable Board and Superintendent shal be bound by the decision of the hearing of icer. Both parties shal , however, retain their right to meet with appeal the Union as requested within decision of the hearingof icer to anyforumwithjurisdiction. Ifthe charges against the Superintendent are not sustained at such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on hearing or after any appeal therefrom, the end of such fourteen (14) calendar days unless Board shal reimburse the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" Superintendent for her costs and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent at xxxxx's fees incur ed indefense of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldhearingorappeal therefore.

Xxxxxxxxx. A. For all "“layoffs" ” (severance of employment without the intent to replace the Employee dismissed), all discharges for "“incompetence," ” as hereinafter referred to in Paragraph E hereof, and all discharges for "“cause," ” as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's ’s request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor super- visor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided pro- vided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severancesever- ance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "“layoffs" ” and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.“

Xxxxxxxxx. A. For all "layoffs" (severance of employment Employer may terminate Executive without Cause during the intent Contract Period upon four weeks’ prior written notice to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofExecutive, and all discharges Executive may resign for "cause," as hereinafter referred to Good Reason during the Contract Period, but only in Paragraph C hereof, full accordance with the Company agrees to notify the Union before officially notifying the Employee concerned terms of the proposed termination second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the case of News Desk Associates employed by the Company in Chicago with less than next sentence) that date which is ninety (90) days service who are on probation after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and who may be terminated for causecash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). Where such notification to If on the Union date that is 90 days after termination of Executive’s employment, Executive has been oralsigned the Company’s require release document, it but the time that Executive may revoke the release document has not expired, payment will be confirmed made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in writingparticular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. At If the Union's request requirements of the Company agrees preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to meet immediately have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with the Union to discuss the question, Employer for “Good Reason”; and, if no agreement can in particular, Employer shall not be reached at such meeting, the Union shall required to pay any amount which would otherwise have the right been due to meet Executive under this Section 9 of this Agreement had Executive resigned with the immediate supervisor “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Employee concernedInternal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges resignation for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles Good Reason under this Section 9 of this Agreement may be waived (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a prerequisite to arbitration by mutual consent period of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldless than thirty six (36) months).

Xxxxxxxxx. A. For all XXX, INC.: INDEMNITEE: ------------------------------------- --------------------- Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, and shall, apply in circumstances where the "layoffsagent" (severance as defined in the agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of employment without indemnification under the intent indemnity agreements is intended to replace be to the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofmaximum extent permitted by applicable law, and all discharges if the law regarding the standards under Delaware law for "cause," as hereinafter referred entitlement to indemnification (currently believed to be that the person acted in Paragraph C hereofgood faith and in a manner he reasonably believed to be in, or not opposed to, the Company agrees to notify the Union before officially notifying the Employee concerned best interests of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, Corporation and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be deemed amended to incorporate such broader indemnification; and discharges FURTHER RESOLVED, that for "incompetence" purposes of the final decision indemnity agreements and subsequent review of a determination that an agent is not entitled to remain indemnity, the termination of any proceeding by judgment, order, settlement (whether with the Company and such decision or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and neither notify the Employee nor discuss the matter with the Employee prior to notification failure of any forum selected pursuant to the Employee by the Company. The grievance meeting provided for procedures described in the Grievance and Arbitration Articles indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of this Agreement may be waived as conduct or had any particular belief, nor an actual determination by any such selected forum (other than a prerequisite to arbitration by mutual consent of court with jurisdiction over the Company and the Union provided Indemnitee) that the meeting hereinbefore referred indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, shall be a defense to in this Article the indemnitee's claim or create a presumption that the indemnitee has been heldnot met any particular standard of conduct or did not have any particular belief.

Xxxxxxxxx. A. For Xxx amounts recexxxx xx Xxxxxx xith respect to this Note are to be applied first to any accrued and unpaid interest on the principal balance of this Note, then toward any amounts (other than principal and interest) due pursuant to this Note, and then to the outstanding principal balance of this Note. Interest shall be computed based on the actual number of days elapsed in a 365-day year. If any payment required hereunder becomes due and payable on a Saturday, Sunday or legal holiday or a day on which banking institutions are authorized to close in New York State, the due date of such payment shall be extended to the next succeeding business day and, during such extension, interest shall continue to accrue and shall be payable at the rate per annum specified in Paragraph A above. "Indentures" as used herein shall mean the (i) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to the 12.5% A Discount First Mortgage Notes Due 2004, and (ii) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to the 11% B Discount First Mortgage Notes Due 2009. The failure of Maker to pay any installment of principal or interest or any other amount required by this Note, which failure remains uncured for more than 10 working days after the receipt by Maker of notice from Holder of such nonpayment, shall constitute a "Note Event of Default." Holder shall be entitled during the pendency of a Note Event of Default, by notice to Maker, to declare the entire unpaid principal amount of this Note, and all accrued and unpaid interest thereon immediately due and payable. Presentment for payment, demand, protest and further notice of any kind, are all hereby expressly waived by Maker. Forbearance by Holder in exercising its right to accelerate the maturity of this Note shall not constitute a waiver of Holder's right to do so at any time with respect to any subsequent Note Event of Default. No cure by Maker shall limit or restrict the rights or remedies of Holder as to subsequent Note Events of Default. This Note is a full recourse Note, provided that in no event shall any general or limited partner of Maker have any liability to Holder hereunder. To secure this Note and the obligations of Maker to Holder hereunder, Maker hereby grants to Holder a second priority lien anx xxxurity interest in all rights, title and interest of Maker in and to Maker's now owned or hereafter acquired, created or arising accounts, inventory, equipment, general tangibles, chattel paper, instruments, documents, deposit accounts, monies, assets, personal property and all additions or substitutions thereof and cash and non-cash proceeds of the foregoing ("layoffs" (severance of employment without the intent to replace the Employee dismissedCollateral"), subject and subordinate in all discharges respects to the security interest granted to the Trustee under the Collateral Documents. In no event shall the security interest granted hereunder be deemed to extend to any property that constitutes real property under applicable law. From and after, and during the continuance of, a Note Event of Default, Holder shall be entitled to exercise all of the rights and remedies of a secured party available under the Uniform Commercial Code of the State of New York for "incompetence," the protection and enforcement of its rights in respect of the Collateral. Anything to the contrary herein notwithstanding, the terms of this Note shall be construed and applied so as hereinafter referred to be consistent with, and not to result in Paragraph E a default by the Maker under, the terms and conditions of the Indentures and the Collateral Documents (defined herein as such term is defined in the Indentures). In the event of any conflict between the terms hereof and the terms of the Indentures or the Collateral Documents, the terms hereof shall be deemed to have been reformed so as to eliminate any such conflict. Notwithstanding any provision to the contrary contained in this Note, the total obligation for payments which are legally regarded as interest shall not exceed the maximum limits imposed by applicable state and federal laws in effect on the date hereof. Maker waives all notices, demands for payment, presentment for payment, notice of dishonor, notice of protest, protest, and diligence in collection as to this Note and as to each, every and all installments hereof, and agrees that the granting to Maker of any extension or extensions of time for the payment of any sum or sums due pursuant to this Note shall not in any way release or affect the liability of Maker. Maker shall pay Holder all discharges sums which are payable pursuant to the terms of this Note without setoff, recoupment or deduction of any kind or for "cause," as hereinafter referred to any reason whatsoever. No provision of this Note may be waived, changed, modified, amended or discharged orally; only a written agreement which is signed by the party against whom enforcement of any waiver, change, modification, amendment or discharge is sought shall be effective. This Note shall be governed by, and construed and enforced in Paragraph C hereofaccordance with, the Company agrees to notify the Union before officially notifying the Employee concerned laws of the proposed termination (except in the case State of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause)New York. Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee This Note may not be severed from assigned to any person or entity by Holder without the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee express prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual written consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldMaker.

Xxxxxxxxx. A. For xxx and each of its subsidiaries have withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act ("layoffs" (severance of employment without the intent to replace the Employee dismissedFICA"), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification Taxes pursuant to the Union Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld. (iii) There is no material Tax deficiency outstanding, proposed or assessed against xxxxxxxxx.xxx or any of its subsidiaries, nor has been oral, it will be confirmed in writing. At xxxxxxxxx.xxx or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, period for the purpose assessment or collection of discussing the situation; provided any Tax that such meetings are held not later than fourteen is still in effect. (14iv) calendar days from the date the Union No audit or other examination of any Return of xxxxxxxxx.xxx or any of its subsidiaries by any Tax authority is presently in progress, nor has xxxxxxxxx.xxx or any of its subsidiaries been notified of the proposed termination, unless the Company any request for such an audit or other examination. (v) No adjustment of Tax relating to any Returns filed by xxxxxxxxx.xxx or any of its subsidiaries has been unable proposed in writing formally or informally by any Tax authority to meet xxxxxxxxx.xxx or any of its subsidiaries or any representative thereof. (vi) Neither xxxxxxxxx.xxx nor any of its subsidiaries has any liability for unpaid Taxes which has not been accrued for or reserved on the xxxxxxxxx.xxx Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to xxxxxxxxx.xxx, other than any liability for unpaid Taxes that may have accrued since the date of the xxxxxxxxx.xxx Balance Sheet in connection with the Union as requested within such fourteen operation of the business of xxxxxxxxx.xxx and its subsidiaries in the ordinary course. (14vii) calendar days. The Employee may There is no contract, agreement, plan or arrangement to which xxxxxxxxx.xxx is a party, including but not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification limited to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles provisions of this Agreement may and the agreements entered into in connection with this Agreement, covering any employee or former employee of xxxxxxxxx.xxx or any of its subsidiaries that, individually or collectively, would be waived as a prerequisite reasonably likely to arbitration by mutual consent give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Company and Code. (viii) Neither xxxxxxxxx.xxx nor any of its subsidiaries has filed any consent agreement under Section 341(f) of the Union provided that Code or agreed to have Section 341(f)(2) of the meeting hereinbefore referred Code apply to any disposition of a subsection (f) asset (as defined in this Article has been held.Section 341(f)(4) of the Code) owned by xxxxxxxxx.xxx. 9

Xxxxxxxxx. A. For all "layoffs" The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications (severance of employment without other than those sent to Holders) will be deemed to have been duly given: at the intent time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to replace the Employee dismissed)courier, all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofif sent by overnight air courier guaranteeing next day delivery. Any notice or communication mailed (or, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification Global Notes, sent to the Union has been oral, Depositary pursuant to Applicable Procedures) to a Holder shall be sent to the Holder at the Holder’s address as it will be confirmed in writing. At appears on the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor registration books of the Employee concerned, his/her acting department head, and/or such Company executives as Registrar and shall be sufficiently given if so sent within the Company has designated, for the purpose of discussing the situation; provided that such meetings are held time prescribed. Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that affect its sufficiency with respect to "layoffs" other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it. The Trustee agrees to accept and discharges for "incompetence" act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the final decision is party providing such written instructions, subsequent to remain with such transmission of written instructions, shall provide the Company originally executed instructions or directions to the Trustee in a timely manner, and such decision originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be subject to arbitrationliable for any losses, except as otherwise provided in Paragraph E hereofcosts or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Union shall neither notify party providing electronic instructions agrees to assume all risks arising out of the Employee nor discuss the matter with the Employee prior use of such electronic methods to notification submit instructions and directions to the Employee Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by the Companythird parties. The grievance meeting provided for If a notice or communication is sent in the Grievance manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Issuers send a notice or communication to Holders, they will send a copy to the Trustee and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of each Agent at the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.same time. 121

Xxxxxxxxx. A. For all "layoffs" (severance of employment Employer may terminate Executive without Cause during the intent Contract Period upon four weeks’ prior written notice to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereofExecutive, and all discharges Executive may resign for "cause," as hereinafter referred to Good Reason during the Contract Period, but only in Paragraph C hereof, full accordance with the Company agrees to notify the Union before officially notifying the Employee concerned terms of the proposed termination second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive (except as stated in the case of News Desk Associates employed by the Company in Chicago with less than next sentence) on that date which is ninety (90) days service who are on probation after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and who may be terminated for causecash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). Where such notification to If on the Union date that is 90 days after termination of Executive’s employment, Executive has been oralsigned the Company’s require release document, it but the time that Executive may revoke the release document has not expired, payment will be confirmed made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in writingparticular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. At If the Union's request requirements of the Company agrees preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to meet immediately have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with the Union to discuss the question, Employer for “Good Reason”; and, if no agreement can in particular, Employer shall not be reached at such meeting, the Union shall required to pay any amount which would otherwise have the right been due to meet Executive under this Section 9 of this Agreement had Executive resigned with the immediate supervisor “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Employee concernedInternal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges resignation for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles Good Reason under this Section 9 of this Agreement may be waived (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a prerequisite to arbitration by mutual consent period of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldless than thirty six (36) months).

Xxxxxxxxx. A. For all "layoffs" Notary Public {SEAL} My Commission expires July 8, 2006. EXHIBIT A to Supplemental Indenture COMMONWEALTH EDISON COMPANY First Mortgage Bond, Pollution Control Series 2003 Due May 15, 2017 COMMONWEALTH EDISON COMPANY, an Illinois corporation (severance of employment without hereinafter called the intent to replace the Employee dismissed“Company”), all discharges for "incompetence," value received, hereby promises to pay to , as trustee under that certain Indenture of Trust dated as of May 1, 2003 between Illinois Development Finance Authority (“IDFA”) and said trustee, or registered assigns, on the fifteenth day of May, 2017, the sum of Dollars, and to pay interest on said sum from the date hereof until said sum shall be paid, at a rate per annum on each day which is equal to the weighted-average interest rate borne on the IDFA Bonds (as hereinafter referred defined) outstanding on such date, until the principal thereof shall be paid in full, subject to in Paragraph E Section 2.04 of the Supplemental Indenture dated as of April 23, 2003 (the “Supplemental Indenture”), executed and delivered by the Company to the Trustees (as hereinafter defined), which provides for certain credits towards payment of principal of and interest on the bonds of this Series. Interest shall accrue on the bonds of this Series from the date of issuance hereof, and all discharges for "cause," the payment thereof shall be credited as provided in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee receives the notice contemplated by Section 2.04(b) of the Supplemental Indenture, whereupon the interest on the bonds of this Series shall become and remain due and payable until such time as the Trustee receives a further written notice (including a telex, telegram, telecopy or other form of written telecommunication) from the trustee under the IDFA Indenture (as hereinafter referred to in Paragraph C hereofdefined) stating that such payments need not continue. When interest is due and payable as described above, interest on the Company agrees to notify bonds of this Series shall be payable at the Union before officially notifying same time as interest on the Employee concerned IDFA Bonds and upon maturity, redemption, or acceleration of the proposed termination bonds of this Series, subject to Section 2.04 of the Supplemental Indenture. The interest on each bond of this Series so payable on any interest payment date shall, subject to the exceptions provided in Section 3.01 of the Mortgage (except as hereinafter defined), as amended by a supplemental indenture dated April 1, 1967, be paid to the person in whose name such bond is registered on the case date of News Desk Associates employed by such payment. The principal of, and premium, if any, and the interest on, this bond shall be payable at the office or agency of the Company in Chicago the City of Chicago, State of Illinois in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This bond is one of the bonds of the Company, issued and to be issued in series from time to time under and in accordance with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meetingirrespective of the time of issue, equally and ratably secured by the Mortgage dated July 1, 1923, and indentures supplemental thereto, under which BNY Midwest Trust Company and X.X. Xxxxxxx (collectively, the Union shall have “Trustees”) are now the right to meet with the immediate supervisor Trustees, and is one of the Employee concernedFirst Mortgage Bonds, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose Pollution Control Series 2003 of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.the

Xxxxxxxxx. A. For all Re: Tuesday Morning Corporation (the "layoffs" Company") 11% Senior Subordinated Notes due 2007 (severance the "Notes") ---------------------------------------------------- Ladies and Gentlemen: In connection with our proposed sale of employment without $____ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Rule 144A ("Rule 144A") under the intent Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of Notes to replace us is being made in reliance on the Employee dismissed), all discharges for "incompetence," as hereinafter exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Company the information referred to in Paragraph E hereofRule 144A(d)(4), and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, have either declined such opportunity or have received such information. You and the Company agrees are entitled to notify rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the Union before officially notifying the Employee concerned matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of the proposed termination (except in the case of News Desk Associates employed by the this Certificate: __________ __, 199_ SECTION 316. CUSIP Numbers. ------------- The Company in Chicago with less than ninety issuing the Notes may use "CUSIP" numbers (90if then generally in use) days service who are on probation and who may be terminated for cause). Where such notification in addition to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the questionserial numbers, and, if no agreement can be reached at such meetingso, the Union Trustee shall have the right use such "CUSIP" numbers in addition to meet with the immediate supervisor serial numbers in notices of the Employee concernedredemption, his/her acting department head, and/or such Company executives repurchase or other notices to Holders as the Company has designated, for the purpose of discussing the situationa convenience to Holders; provided that any such meetings are held not later than fourteen (14) calendar days from notice may state that no representation is made as to the date correctness of such CUSIP numbers either as printed on the Union has been notified Notes or as contained in any notice of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but a redemption or repurchase and that reliance may be severed at placed only on the serial or other identification numbers printed on the Notes, and any time on such redemption or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision repurchase shall not be subject to arbitration, except as otherwise provided affected by any defect in Paragraph E hereofor omission of such numbers. The Union shall neither Company will promptly notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for Trustee of any change in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldCUSIP numbers.

Xxxxxxxxx. A. For all "layoffs" (severance of employment without Xx the intent Effective Time, the Surviving Corporation and Mr. XxXxxxxxx xxxl enter into a Deferred Compensation Agreement to replace severance compensation and benefits otherwise payable to Mr. XxXxxxxxx xxxer his existing Executive Severance Agreement which had been entered into by Mr. XxXxxxxxx xx May 14, 1998. Pursuant to such agreement, the Employee dismissed), all discharges Surviving Corporation will credit $1,200,000 to a nonforfeitable deferred compensation account for Mr. XxXxxxxxx. Xxe Surviving Corporation will credit interest on the value of the account in arrears on the last business day of each quarter at a rate of interest equal to the composite "incompetence,prime rate" as hereinafter referred to quoted in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned Eastern Edition of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated Wall Street Journal for cause)that day. Where such notification to the Union has been oral, it The account will be confirmed in writing. At paid to Mr. XxXxxxxxx xx five annual installments commencing on the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor fifth anniversary of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situationEffective Time; provided that such meetings are held not later than fourteen (14) calendar days from commencement of payments will be accelerated in the date the Union has been notified event of Mr. XxXxxxxxx'x xxxability, death or termination without cause. In addition, upon a change in control of the proposed terminationSurviving Corporation, unless the Company has been unable account will be paid to meet with Mr. XxXxxxxxx xx a lump sum. In the Union event that any amount to be paid under the Deferred Compensation Agreement would be an "excess parachute payment" within the meaning of the Code, then the Surviving Corporation may propose that the payments to be made under the agreement be reduced to the minimum extent necessary so that no portion of such payment, if so reduced, constitutes an excess parachute payment. If Mr. XxXxxxxxx xxxees to any such reduction, interest credited to the account will be reduced to the minimum extent necessary so that no portion of such interest to be paid, as requested within such fourteen (14) calendar daysso reduced, constitutes an excess parachute payment. The Employee may If Mr. XxXxxxxxx xxxs not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents agree to such earlier severancereduction, but then the Surviving Corporation may be severed at any time on or after accelerate payments to Mr. XxXxxxxxx xx the end of such fourteen (14) calendar days unless extent required so that no payment to Mr. XxXxxxxxx xxxer the Company has agreed otherwise, or unless agreement will constitute an excess parachute payment. Mr. XxXxxxxxx xx entitled to receive in the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except same manner as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification Mr. XxXxxxxxx'x Xxxcutive Severance Agreement an additional "gross-up payment" to the Employee by extent necessary to offset any federal, state and local income tax, employment tax and excise tax upon the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldexcess parachute payment.

Xxxxxxxxx. A. For all Landlord shall indemnify and agrees to fully defend, save and hold harmless on an after-tax basis Tenant and any of its officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (as defined in the SPA)(each a "layoffs" (severance of employment without the intent to replace the Employee dismissedUAG Indemnified Party"), all discharges for "incompetence," if a UAG Indemnified Party shall at any time or from time to time suffer any Costs (as hereinafter referred defined) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of any untruth or inaccuracy in Paragraph E hereofany representation or warranty of Landlord provided herein and upon notice from a UAG Indemnified Party, Landlord agrees to defend, contest or otherwise protect such UAG Indemnified Party against third party claims at its sole cost and expense and otherwise pay all discharges for "cause," as hereinafter referred Costs. Each UAG Indemnified Party shall have the right, but not the obligation, to participate at its own expense in Paragraph C hereofthe defense thereof by counsel of its choice. If Landlord fails timely to defend, contest or otherwise protect against any third party claim, the Company agrees to notify the Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union UAG Indemnified Party shall have the right to meet do so including, without limitation, the right to make any compromise or settlement thereof and each UAG Indemnified Party shall be entitled to recover the entire Costs thereof from Landlord including, without limitation, attorney's fees, disbursements and amounts paid (or of which the UAG Indemnified Party has become obligated to pay) as the result of any third party claim. Failure by Landlord to notify the UAG Indemnified Party of its election to defend any third party claim within fifteen (15) days after notice thereof shall have been given to Landlord, shall be deemed a waiver by Landlord of its right to defend the third party claim. If Landlord assumes the defense of the particular third party claim, Landlord shall not consent to entry of any judgment or enter into any settlement, except with the immediate supervisor written consent of the Employee concernedaffected UAG Indemnified Party. In addition, his/her acting department head, and/or such Company executives Landlord shall not enter into any settlement of any third party claim which does not include as an unconditional term thereof the Company has designated, for giving by the purpose of discussing claimant to the situation; provided that such meetings are held not later than fourteen (14) calendar days UAG Indemnified Party a full release from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end all liability in respect of such fourteen (14) calendar days unless third party claim. Notwithstanding the Company has agreed otherwiseforegoing, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision Landlord shall not be subject entitled to arbitrationcontrol, except as otherwise provided in Paragraph E hereof. The Union and the UAG Indemnified Party shall neither notify be entitled to have sole control over, the Employee nor discuss defense or settlement of any third party claim to the matter extent the third party claim seeks an order, injunction or other equitable relief against the UAG Indemnified Party which, if successful, could materially interfere with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent business, operations, assets, condition (financial or otherwise) or prospects of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.UAG Indemnified Party. In

Xxxxxxxxx. A. For all Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer EXHIBIT M-2 TO THE CREDIT AGREEMENT AS SEPARATELY EXECUTED PARENT GUARANTOR SOLVENCY CERTIFICATE IRON AGE HOLDINGS CORPORATION I, Xxxxx X. XxXxxxxxx, Chief Financial Officer of Iron Age Holdings Corporation, a Delaware corporation (the "layoffs" Parent Guarantor") hereby certify that ---------------- I am the Chief Financial Officer of the Parent Guarantor and that I am duly authorized to execute this Solvency Certificate on behalf of the Parent Guarantor, which is hereby delivered pursuant to Section 3.01(k)(xv) of the Credit Agreement dated as of April 24, 1998 (severance of employment without the intent as amended, supplemented or otherwise modified from time to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereoftime, the Company agrees "Credit Agreement") among Iron Age ---------------- Corporation, a Delaware corporation, the Parent Guarantor, the Lender Parties from time to notify time party thereto and Banque Nationale de Paris, as Swing Line Bank and as Agent for the Union before officially notifying Lender Parties. Unless otherwise defined herein, capitalized terms defined in the Employee concerned Credit Agreement are used herein as therein defined. I further certify that I am familiar with the properties, businesses, assets, finances and operations of the proposed termination (except in Parent Guarantor and its Subsidiaries and have carefully reviewed the case Transaction Documents and the contents of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, this Solvency Certificate and, if no agreement can be reached at in connection herewith, I have reviewed such meetingother documentation and information and I have made such investigation and inquiries as I deem necessary and prudent therefor. I further certify, the Union shall have the right to meet with the immediate supervisor on behalf of the Employee concernedParent Guarantor, his/her acting department head, and/or such Company executives as that the Company has designated, financial information and assumptions that underlie and form the basis for the purpose representations and certifications made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify Parent Guarantor understands that the Employee nor discuss Agent, the matter Lender Parties and the Hedge Banks are relying upon the truth and accuracy of this Solvency Certificate in connection with the Employee prior to notification to the Employee transactions contemplated by the CompanyLoan Documents. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent I do hereby further certify, on behalf of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been held.Parent Guarantor, that:

Xxxxxxxxx. A. For all Xxe Company will nominate Mr. Xxxxxxxxx xxx reelection to the Board of Directors at the next annual meeting of shareholders of the Company. There will be no obligation of the Company to nominate Mr. Xxxxxxxxx xxx reelection to the Board of Directors after the next annual meeting of shareholders. There will be no rights granted to any party to designate the successor to Mr. Xxxxxxxxx xxxuld he cease being a director of the Company for any reason (whether through voluntary resignation, removal for cause, death or disability). Change of Board Control Conditions ....................... The Agreement will identify the following Change of Board Control Conditions that must be satisfied prior to the Change of Board Control (the date on which the last condition is satisfied or waived is referred to herein as the "layoffs" Change of Board Control Date"): (severance i) a settlement agreement must have been entered into among the named parties to the class action lawsuit (the "Class Action Lawsuit") pending against the Company on terms reasonably acceptable to Casex (Xxsex xxxdition); (ii) the Company must have in place directors and officers insurance coverage on terms acceptable to Casex (Xxsex condition); (iii) the Autonomy Agreement (described below) must have been rescinded (Casex xxxdition); (iv) the Supermajority Bylaw Provision (described below) must have been rescinded (Casex xxxdition); (v) the consent or agreement of employment without the intent Cohex Group (defined below) approving of the increase in the authorized number of shares of the Company's Common Stock must have been obtained (Casex xxx Company Condition); (vi) the Casex Xxxrd Designee and any new executive officers identified by the New Board to replace have positions with the Employee dismissed), all discharges for "incompetence," as hereinafter Company or NTC immediately following the Change of Board Control (who must be identified in the Information Statement referred to in Paragraph E hereofitem (viii) below) must have been disclosed to, and all discharges for "cause," as hereinafter referred to in Paragraph C hereofapproved by, the Current Board, such approval not to be unreasonably withheld (Company agrees condition); (vii) WorldCom must have informed NTC in writing of WorldCom's withdrawal of its notice of intent to notify disconnect services and be on such terms with NTC that are satisfactory to Mr. Xxxxx (Xxsex xxxdition); (viii) the Union before officially notifying ten-day waiting period following mailing of an Information Statement (the Employee concerned "Information Statement") pursuant to Rule 14f-1 under the Securities Exchange Act of 1934 must have lapsed (Casex xxx Company condition). The Agreement will provide for a date that the proposed termination (except in the case of News Desk Associates employed by conditions are anticipated to be satisfied, after which the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification or Mr. Xxxxx xxx elect to terminate the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldAgreement.

Xxxxxxxxx. A. For all "layoffs" The Lease Agreement was prepared and signed to by The Board and they saw it fit to include an Arbitration Clause. Evidently, parties would be encouraged to seek the route of arbitration therefore costs, expenses and delays (severance of employment without the intent to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereofperceived or actual) must have been contemplated. Additionally, the Company agrees fact that this matter includes these points of law does not preclude arbitration or make it undesirable. Allowing the matter to notify proceed to arbitration would, far from preventing the Union before officially notifying the Employee concerned just disposal of proceedings, be promoting adherence of the proposed termination parties to what they have contracted for. (except See Xxxxxxxx Xxxx-Xxxx case, paragraph 27). Xx. Xxxxxxx Xxxxxxxx aptly and succinctly summarises the pragmatic approach in the Tri-Star case: “Section 20 of the Arbitration Act provides that the Arbitrator may state in the form of a special case for the opinion of News Desk Associates employed the court, any question of law arising in the course of the reference.” [36] Similarly, if the issues of validity of the lease and the fiduciary duty of the Board arise for determination by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oralArbitrator, then it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, is possible for the purpose points to be stated by way of discussing special case. [37] Justice Xxxxxxxx continues: “There is in any event nothing to preclude the situation; provided parties appointing an arbitrator with legal training to resolve all questions…it is for all these reasons that such meetings are I think that the tension (if any) between the principle that parties should be held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents their bargain to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject go to arbitration, except and the principle that points of law are best determined by the court, should resolve itself, and xxx, in favour of a stay of proceedings in order for the matter to be arbitrated as otherwise provided in Paragraph E hereofagreed.” Disposition [38] In concluding, I am of the view that the Defendant/Applicant, ARD 2K Electronics Company Ltd., is entitled to the stay which it has sought. The Union shall neither notify Claimant/Respondent, Board of Trustees of the Employee nor discuss Kingston Port Workers Superannuation Fund, has not satisfied me that there is any good or sufficient reason to refuse a stay. Any anticipated points of law can be adequately dealt with by the Arbitrator utilizing prescribed procedures under the Arbitration Act. There is nothing for this court to try or determine having referred the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to in this Article has been heldarbitration.