Acknowledgments. Participant: # acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; # accepts this Agreement and the Award subject to all provisions of the Plan and this Agreement; and # agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Award.

Acknowledgments. You and the Company agree that it is our mutual intent to enter into a valid and enforceable agreement. You and the Company acknowledge the reasonableness of the Restrictive Covenants, including the reasonableness of the geographic area, duration as to time and scope of activity restrained. You further acknowledge that your skills are such that you can be gainfully employed in noncompetitive employment and that the agreement not to compete will not prevent you from earning a

Acknowledgments. Lender acknowledges and understands that:

Acknowledgments. I acknowledge that I have read this agreement, was given the opportunity to ask questions and sufficient time to consult an attorney and I have either consulted an attorney or affirmatively decided not to consult an attorney. I understand that my obligations under this Agreement survive the termination of my employment with the Company.

Acknowledgments. You recognize and acknowledge that # the Company manufactures, designs, sells and markets its products and technologies in global markets, # the Company’s success depends to a significant degree on the skills of its employees and their knowledge of the Company’s customers and suppliers, many of which operate on a global basis, and # much of the information that the Company maintains regarding its products, employees, customers and suppliers is Confidential Information.

Acknowledgments. (a) The parties hereto intend for:

Additional Acknowledgments. Indemnitee acknowledges and agrees that he/she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Indemnitee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Company. Indemnitee expressly acknowledges and agrees that any restraint imposed by this Agreement is fair, reasonable and necessary in order to protect the future operations and profitability of the Company, and that adequate consideration has been received by Indemnitee for such obligations.

Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with its agreeing to the Standstill.

Other Acknowledgments. Nothing in this Plan restricts or prohibits a Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing documents or other information to, reporting possible violations of law or regulation to, or from filing a claim or charge or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation.

Participant’s Acknowledgments. The Participant acknowledges that he or she: # has read this Agreement; # has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; # understands the terms and consequences of this Agreement; # is fully aware of the legal and binding effect of this Agreement; and # understands that the law firm of Wilmer ale is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.