Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for [Sections 3.2(f) and 4.10]0] hereof), it is understood and acknowledged by the Company that: # the Purchaser has not been asked by the Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; # past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # the Purchaser may engage in hedging activities at various

Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

Acknowledgement and Agreement Regarding Consideration. You acknowledge and agree that the following amounts constitute good and valuable consideration for purposes of this Agreement (including for your obligations as specified in this Agreement), and will be paid and/or provided to you, in each case less applicable withholding taxes. For the avoidance of doubt, these amounts are in addition to the amounts you will receive, by the Company’s next regular payday following the Retirement Date, for all wages and unused vacation time accrued through the Retirement Date, as well as all expense reimbursements due to you through such date and any amounts or benefits to which you are entitled, in all cases under the terms of the benefit plans or other policies then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy [Section 409A] (as defined below)).

The Borrowers have requested that the Lenders provide a credit facility for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

SCHEDULE #(A) Unrestricted Subsidiaries

ARTICLE # GUARANTY 123127

Schedule # Commitments and Applicable Percentages

1-1 AMP Productivity Initiative

Acknowledgement. Except as explicitly set forth in this Agreement, Employee acknowledges and agrees that Employee is not entitled to receive any severance compensation or post-termination benefits from the Company Group. Employee hereby acknowledges that without this Agreement, Employee is not otherwise entitled to the consideration listed in this Section 1 or any other severance or separation benefits from the Company Group.

Acknowledgement. Employee agrees that he or she has read all the terms of this Agreement and understands those terms. Employee is signing this Agreement of his or her own free will in exchange for the Retention Incentive Bonus to be paid to Employee.