Consideration. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, Employee will receive the Severance Benefits, as defined in the Offer Letter. Employee and the Company acknowledge and agree that:

CONSIDERATION. Consideration for this Award is satisfied by your services to the Company.

Consideration. As consideration for the Shares, GMPW will pay Seller a total of Two Million Eight Hundred Thousand U.S. Dollars ($2,800,000), which shall be payable in a combination of cash and common stock as follows:

Consideration. Executive acknowledges that the Severance Pay, the Outplacement Consideration, the Healthcare Consideration, and other consideration set forth herein exceeds that to which Executive would otherwise be entitled upon termination of employment without providing a release of claims under the normal operation of the Company’s benefit plans, policies, and/or practices. Irrespective of whether Executive signs this Agreement, Executive will be paid all compensation earned through the Termination Date.

Consideration. The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan.

Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.

Consideration. Employee acknowledges that the benefits described in this Agreement are benefits to which they would not be entitled but for this Agreement.

Consideration. In consideration for Employee's execution of this Agreement and the fulfillment of the promises contained herein, Employer agrees to make the following payments, to which Employee is not otherwise entitled:

Form. Each agreement, document, instrument or other writing to be furnished to Agent under any provision of this First Amendment must be in form and substance satisfactory to Agent and its counsel.

Form. Payment in respect of the RSUs, after and to the extent they have become nonforfeitable pursuant to Section 4 or Section 5 hereof, shall be made in the form of shares of Common Stock. Payment shall only be made in whole shares of Common Stock; any fractional shares shall be paid to Grantee in cash. The Company’s obligations to Grantee with respect to the RSUs will be satisfied in full upon the issuance of the shares of Common Stock (or, with respect to fractional shares, upon the payment in cash) corresponding to such RSUs. Grantee agrees that he or she will cooperate with the Company to facilitate payment of the RSUs, which cooperation may include being required to maintain a brokerage account with the Plan’s recordkeeper.