Textron Inc. and Subsidiary Companies - Page 8




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               No director, officer, employee, agent, or representative of            
          Textron was a member of Avdel’s board of directors or an officer            
          of Avdel at any time during the period at issue.  No director,              
          officer, employee, agent, or representative of Avdel was a member           
          of Textron’s board of directors or an officer of Textron at any             
          time during the period at issue.  Throughout the period at issue,           
          Avdel’s board of directors and officers ran the Avdel business.             
          Textron had no influence or control over the running of the Avdel           
          business.  During that time, Avdel’s board of directors                     
          determined Avdel’s dividend policy, and Textron had no influence            
          or control over that policy.                                                
               Throughout the period at issue, Avdel’s board of directors             
          and officers had complete control over the reorganization,                  
          consolidation, and liquidation of companies in the Avdel group.             
          Textron had no influence or control over these types of                     
          restructuring.  There was no contact of any kind between any                
          officer or director of Textron and any officer or director of               
          Avdel that was not supervised personally by Ms. Bailey.  Few such           
          contacts occurred, and business matters were not discussed.                 
          While the order was in effect, Avdel’s board of directors had               
          complete control over the compensation of Avdel’s officers.  In             
          this regard, Avdel hired a third-party consultant to advise on              
          matters of compensation.  Textron had no influence or control               
          over the compensation of Avdel’s officers.                                  






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Last modified: May 25, 2011