Pool (POOL)

VIII. MISCELLANEOUS

8.01 No Assignment. No Participant or Beneficiary has the right to anticipate, alienate, assign, pledge, encumber, sell, transfer, mortgage or otherwise in any manner convey in advance of

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actual receipt, the Participant’s Accrued Benefit. Prior to actual payment, a Participant’s Accrued Benefit is not subject to the debts, judgments or other obligations of the Participant or Beneficiary and is not subject to attachment, seizure, garnishment or other process applicable to the Participant or Beneficiary.

8.02 Not Employment Contract. This Plan is not a contract for employment between the Employer and any Employee who is a Participant. This Plan does not entitle any Participant to continued employment with the Employer and benefits under the Plan are limited to cash payment of a Participant’s vested Accrued Benefit in accordance with the terms of the Plan.

8.03 Amendment of Plan. Each Employer has the authority to amend the Plan, even to cease an Employee’s Elective Deferral, but cannot amend the Plan so as to reduce the amount of a Participant’s Accrued Benefit (but this restriction does not prevent amending the Plan so as to change the way that earnings and losses on Account balances are determined in the future). The Plan cannot be amended to accelerate the payment of a benefit unless the amendment is not a violation of Code Section 409A. No amendment (otherwise limited under the previous sentence) shall be made that would accelerate the inclusion of a Participant’s Accrued Benefit in the Participant’s taxable income unless the Employer intentionally effects such a result. An acceleration of payment that is not authorized in Article IV will result in the taxation of the vested amount of the deferral, as if it had been included in taxable income in the first year of deferral, plus interest. Also, an additional penalty tax of 20% of the vested deferral is imposed.

8.04 Severability. If any provision of the Plan is determined by a proper authority to be invalid, the remaining portions of the Plan will continue in effect and be interpreted consistent with the elimination of the invalid provision.

8.05 Notice and Elections. Any notice given or election made under the Plan must be in writing and delivered or mailed by certified mail, to the Employer or to the Participant or Beneficiary as appropriate. The Employer will prescribe the form of any Plan notice or election to be given or made by Participants. Any notice or election will be deemed given as of the date of delivery, or if given by certified mail, as of 3 business days after mailing.

8.06 Administration. The Plan Administrator will administer and interpret the Plan, including making determination of the vested Accrued Benefit due any Participant or Beneficiary under the Plan. As a condition of receiving any Plan benefit to which a Participant or Beneficiary otherwise may be entitled, a Participant or Beneficiary will provide such information and perform such other acts as the Plan Administrator reasonably may request. The Plan Administrator may retain agents to assist in the administration of the Plan and may delegate to agents such duties as it sees fit. The decision of the Plan Administrator or its designee concerning the administration of the Plan is final and binding upon all persons having any interest in the Plan. The Plan Administrator will indemnify, defend and hold harmless any Employee designated by the Plan Administrator to assist in the administration of the Plan from any and all loss, damage, claims, expense or liability with respect to this Plan (“claims”) except claims arising from the intentional acts or gross negligence of the Employee.

8.07 Account Statements. The Employer from time to time, but at least annually, will provide each Participant with a statement of the Participant’s vested Accrued Benefit as of the annual Valuation Date. The Employer also will provide Account statements to any Beneficiary of a deceased Participant with a vested Accrued Benefit remaining in the Plan.

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MISCELLANEOUS

10.1  Exhibits and Schedules. The exhibits and Schedules referred to herein are attached hereto and incorporated herein by this reference. Disclosure of a specific item in any one Schedule shall be deemed restricted only to the Section to which such disclosure specifically relates except where (i) there is an explicit cross-reference to another Schedule, and (ii) Purchaser could reasonably be expected to ascertain the scope of the modification to a representation intended by such cross-reference.

10.2  Expenses. Except as otherwise provided in this Agreement, each party hereto shall pay its own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby.

10.3  Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings

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MISCELLANEOUS

10.1  Exhibits and Schedules. The exhibits and Schedules referred to herein are attached hereto and incorporated herein by this reference. Disclosure of a specific item in any one Schedule shall be deemed restricted only to the Section to which such disclosure specifically relates except where (i) there is an explicit cross-reference to another Schedule, and (ii) the party receiving such Schedule could reasonably be expected to ascertain the scope of the modification to a representation intended by such cross-reference.

10.2  Expenses. Except as otherwise provided in this Agreement, each party hereto shall pay its own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby.

10.3  Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. Other than the representations and warranties set forth herein, no additional or other representation or warranties shall be applicable to the transactions contemplated by this Agreement. This Agreement shall not be amended or modified except by written instrument duly executed by each of the parties hereto.

10.4  Assignment and Binding Effect. Prior to the Closing, this Agreement may not be assigned by any party hereto without the prior written consent of the other party. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of RP and Purchaser.

10.5  Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party.

10.6  Notices. Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given only upon of delivery by: (a) personal delivery to the designated individual; (b) certified or registered mail, postage prepaid, return receipt requested; (c) a nationally recognized overnight courier service with confirmation of receipt; or (d) facsimile transmission with confirmation of receipt. All such notices must be addressed as follows or such other address as to which any party hereto may have notified the other in writing:

If to RP, to:

SCP Pool Corporation

109 Northpark Boulevard, 4^th Floor

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