0001013762-12-001627 Sample Contracts

AGREEMENT
Agreement • August 14th, 2012 • AMP Holding Inc. • Motor vehicles & passenger car bodies

This AGREEMENT (this “Release”) is entered into this 10th, day of August 2012, by and between AMP Holding Inc., on behalf of itself and its subsidiary corporation (the “Company”) and James E. Taylor (“Taylor”), (each a “Party” or collectively the “Parties”). In consideration of the promises and commitments made in this Release, the sufficiency and fairness of which is hereby acknowledged, the Company and Taylor agree as follows:

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AMP HOLDING INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • August 14th, 2012 • AMP Holding Inc. • Motor vehicles & passenger car bodies • Ohio

This Nonstatutory Stock Option Agreement ("Agreement") is made and entered into as of the date set forth below, by and between AMP HOLDING INC., a Nevada corporation (the "Company"), and the following director of the Company ("Optionee"):

AMP Holding Inc. Loveland, Ohio 45140
AMP Holding Inc. • August 14th, 2012 • Motor vehicles & passenger car bodies • Ohio

This letter shall amend and restate that certain letter agreement entered October 11, 2010. We are pleased to offer you the role of Chairman of the Board of Directors (the “Board”) of AMP Holding Inc. (the “Company”). This letter contains the terms of your appointment as Chairman of the Board of Directors of the Company that was agreed to on June 1, 2012.

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