Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm hereof, the Executive shall be employed by serve the Company on a full-time basis as its President and Chief Executive Officer. The Executive shall perform such duties report directly and responsibilities as directed by solely to the Board of Directors of the Company (the “Board”). The Company agrees to propose to the shareholders of the Company at each appropriate annual meeting during the term hereof the election of the Executive as a member of the Board, consistent with Executiveprovided that the failure of the shareholders to so elect the Executive shall not constitute Good Reason for termination by the Executive hereunder, and provided further that the Executive shall resign from the Board effective immediately upon termination of his employment for any reason. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s position on behalf of CompanyAffiliates if so elected or appointed from time to time. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall, subject to the control of the Board, have general charge and supervision of the business of the Company and such other duties and responsibilities on behalf of the Company and its Affiliates as are consistent with the foregoing and as may be reasonably designated from time to time by the Board or by its Chair or other designee (which designee shall be a member of the Board). The principal place of performance of the Executive’s duties and responsibilities hereunder shall be Billerica, Massachusetts, provided, however, that the Executive shall be required to engage in business travel to the extent reasonably required by the Company. (c) During the term hereof, the Executive shall devote all of his full business timetime and his best efforts, attentionbusiness judgment, skillskill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not violative of the provisions of Section 7, 8 or 9 hereof, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and best efforts obligations to the Company or any of its Affiliates. The Executive shall devote all of his working time and attention to the performance of his duties under this Agreement and shall responsibilities hereunder; provided, the Executive may make passive personal investments and otherwise manage his personal affairs, serve as a member of the board of directors of one company that is not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts competitive with the interests business of the Company or any other member of its Affiliates, and serve on the Company Groupboard of directors for one civic, (y) interferes with educational or charitable organization, provided that such activities do not violate the proper and efficient performance provisions of Executive’s duties for the CompanySections 7, 8 or 9 hereof, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially otherwise interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunderresponsibilities. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the TermEmployment Period, the Executive will serve as the Company’s Chairman of the Board. During the Employment Period, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case approximately 50% of a non-corporate entity) of a noncompeting for-profit business regular work week and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of Executive’s his duties and responsibilities hereunder. The Executive shall comply with all lawful written policies of the Company in effect from time to time. The Executive may engage in other business activities and may pursue personal interests (including, except for permitted vacation (without limitation, industry civil and other paid time off) periods, reasonable periods of illness or incapacitycharitable activities), and reasonable and customary time spent on civicattend to his personal investments, charitable and religious activities, in each case so long as such activities shall and interests do not interfere in any material respect with Executive’s or adversely affect the performance of his duties and responsibilities hereunder. (db) During Subject to the Termdirection and control of the Board and any committee thereof, the Executive will report directly shall, together with the Chief Executive Officer and Board, formulate the strategic plan for the Company and, together with the Chief Executive Officer, oversee the execution of that corporate strategy. The Executive shall perform such other duties and responsibilities on behalf of the Company as may be designated from time to time by the Board, provided that such duties shall be reasonably consistent with those duties assigned to Chairmen of the Board in organizations comparable to the BoardCompany. (ec) On the Effective Date, the Executive shall be appointed a member of the Company’s Board of Directors and shall appoint Executive serve as a director (Chairman member of the Board without additional compensation. During the Employment Period, at each annual meeting of the Company’s stockholders at which the Executive’s membership on the Board has expired, the Company will nominate the Executive to serve as a member of the Board) . Upon termination of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company for any reason, unless the Company’ s Board of Directors affirmatively requests that the Executive remain on the Board, the Executive will continue be deemed to have resigned from the Board voluntarily as of the last day of employment with the Company; and at the Board’s request, the Executive shall execute any documents necessary to reflect such resignation. (unless terminated under Section 5), d) The Executive hereby represents and all terms warrants that the execution of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreementobligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not subject to any covenants against competition or similar covenants that would affect the performance of his obligations hereunder. The Executive will not disclose to or use any proprietary information of a third party without such party’s consent.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive OfficerOfficer and Board Chairman. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (the Chief Executive Officer & Chairman of the Board) Board of Directors of the Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by serve the Company on a full-time basis as its Chief Executive Officer. Executive , and shall perform such duties and responsibilities as directed by report to the Board of Directors of the Company (the “Board”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. b) During the Term, the Executive shall be employed by the Company and BeiGene USA, Inc. (US Co.) and seconded to BeiGene (Beijing) Co., Limited (China Co.), collectively, on a full-time basis and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates as reasonably may be designated from time to time by the Board or its designee, consistent with his position as Chief Executive Officer and pursuant to this Agreement, Executive’s position on behalf of Company.secondment agreement with China Co. attached hereto as Exhibit A and Executive’s employment agreement with US Co. attached hereto as Exhibit B. (bc) During the Term, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities . The Executive shall not interfere engage in any material respect with Executive’s duties and responsibilities hereunder. (d) During other business activity or serve in any industry, trade, professional, governmental or academic position during the Termterm of this Agreement, provided however, subject to Board approval, the Executive will report directly to the Board. (e) On the Effective Datemay serve on boards of entities primarily engaged in for-profit business enterprises. Further, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required entitled to travel a reasonable amount of time attend to personal and family affairs, manage his personal investments and engage in charitable, civic or community activities, including non-profit board service (subject to Board approval, not to be unreasonably withheld). Notwithstanding the performance of his duties foregoing, no activities permitted under this AgreementSection 3(c) shall materially interfere with Executive’s responsibilities under this Agreement or result in any actual or perceived conflict of interest with the activities of the Company.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Technology Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”)) and the Chief Executive Officer, consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Financial Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairsaffairs and (iv) continuing tax advisory work for existing clients; provided, however, that the activities set out in clauses (i), (ii), (iii) and (iiiiv) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the BoardChief Executive Officer. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company.Chief Financial Officer (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency)Company. Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Financial Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), Chief Executive Officer consistent with Executive’s position on behalf of Company. (b) Executive shall devote all of his full business time, necessary and required attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, and shall not perform any activity that: that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: from (i) serving, with the prior written consent of the Board, as a member of the Board board of Directors directors or Advisory Board advisory board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business Business of Company. Accordingly, during the Term, Executive shall devote Executive’s full necessary business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the BoardChief Executive Officer. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other any location or locations as may be mutually agreeable to between the Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm hereof, the Executive shall be employed by serve the Company on as a full-time basis as Member of its Chief Management Executive OfficerCommittee in accordance with the Company’ bylaws. The Executive shall perform such duties report directly to the Executive Chairman of the Company, and responsibilities as directed by shall comply with the lawful and reasonable directives of the Executive Chairman of the Company (the “Executive Chairman”) and the Board of Directors of the Company (the “Board”). For a period of three (3) years following the First Day of Employment, consistent with Executivethe Company shall use its best efforts to assure that the nomination of the Executive is included as part of the Company’s position on behalf slate of Companydirectors to be recommended for election by the stockholders at each appropriate annual meeting of the stockholders, provided that the Executive is otherwise eligible for such election, and this obligation of the Company shall survive the termination of this Agreement. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform and discharge, faithfully, diligently and to the best of his ability, his duties and responsibilities hereunder. During the term hereof, the Executive’s duties shall include (i) advising the Executive Chairman with respect to the Company’s mergers and acquisitions and divestitures; (ii) maintain communications with Beta management personnel and familiarity with Beta operations sufficient to enable Executive to provide counsel to the Board and the Management Executive Committee with respect to the operation of the Beta business; (iii) provide leadership with respect to the Company’s microwave plans; (iv) in accordance with the Company’s applicable bylaws, serve as a member of the Company’s Management Executive Committee and provide strategic advice, counsel and guidance and participate in meetings of the Management Executive Committee; and (v) and such duties and responsibilities, commensurate with his position and enumerated duties as may from time to time be prescribed by the Executive Chairman or by the Board. (c) During the term hereof, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to expressly approved in advance by the Executive and Company (including reasonable provisions during Chairman or the COVID-19 national public health emergency). Notwithstanding thisBoard in writing, it is expected which approval shall not be unreasonably withheld; provided, however, that the Executive shall not be prohibited from devoting time to non-business related activities, so long as such activities do not prevent or materially interfere with the Executive’s performance of his obligations hereunder. Except when reasonably required to travel a reasonable amount of time in connection with the performance of his duties under this Agreement, the Executive shall perform his duties under this Agreement primarily at his current office location in the North Billerica, Massachusetts area.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Financial Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of EmploymentTerm, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the BoardChief Executive Officer. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of CompanyChief Financial Officer. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency)Company. Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm hereof, the with respect to IWO, Counsel shall serve as Executive Vice President, General Counsel and Secretary and, with respect to Holdings, Counsel shall be employed by Company on a full-time basis serve as its Chief General Counsel, Executive Officer. Executive shall perform such duties Vice President and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of CompanySecretary. (b) During the term hereof, Counsel shall have all powers and duties consistent with his position, subject to the reasonable direction and control of the Corporation's Chief Executive shall devote his full business time, attention, skillOfficer ("CEO"), and best efforts to the performance of shall perform or shall have performed under his direction and supervision such other duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests on behalf of the Company Corporation and its Affiliates and have such other responsibilities as may reasonably be designated from time-to-time by the CEO or any other member of by the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Corporation's Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations"Board"), (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, provided always that the activities set out in clauses (i), (ii), and (iii) same shall be limited by Executive so as not to materially interfere, individually or in the aggregate, consistent with the performance of his duties Counsel's ethical and responsibilities hereunderprofessional responsibilities. (c) Executive’s employment with Company During the term hereof, Counsel shall be exclusive with respect devote and expend for the benefit of the Corporation, as reasonably requested by the Corporation, up to two thousand (2,000) billable hours per annum working time exclusively to the business and affairs of Companythe Corporation. AccordinglyDuring the term hereof, during the Term, Executive Counsel shall devote Executive’s full business time and Executive’s use his best efforts, business professional judgment, skill skill, and knowledge to xxxxxx the advancement of the business and interests of Company the Corporation and the discharge of Executive’s shall efficiently perform his duties hereunder. Subject to his ethical and responsibilities hereunderprofessional responsibilities, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities Counsel shall not interfere be entitled without constraint to engage in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Termother professional or business activity or serve in any industry, the Executive will report directly to the Board. (e) On the Effective Datetrade, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shallgovernmental, or academic position during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms term of this Agreement (other than those relating including, without limitation, telephone, wireless, fiber, internet and cable television businesses. Subject to Executive’s position the direction of the CEO and/or the Board as a director aforesaid, Counsel's principal area of Company) will continue responsibility and authority shall be that of the Chief Legal Officer of the Corporation and, as such, he shall direct and supervise the legal affairs of the Corporation with respect to all aspects of governmental regulation, compliance with applicable laws, supervision and delegation and retention of outside independent counsel when appropriate in full forcehis opinion, legal aspects of contract negotiation and administration and compliance. Counsel shall have the authority to expend funds for the use or retention of outside counsel in an annual amount agreed to by Counsel and Corporation. The Corporation agrees that the duties assigned to Counsel shall not be inconsistent with the foregoing and shall not oblige Counsel to engage in any activity nor perform any act that would be inconsistent with his ethical and professional responsibilities, and effect that Counsel shall have such powers, authority, and Executive will have no claims in respect of such cessation of office. Executive agrees facilities at his disposal as are suitable to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive his position and as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall reasonably be required to travel a reasonable amount of time in the performance of enable him to discharge his duties under in an efficient and professional manner. Notwithstanding anything to the contrary contained in this AgreementParagraph 3, in no event shall Counsel engage in any activity which would in anyway actually and materially conflict with the business interests of the Corporation.

Capacity and Performance. (a) During the Term, the Executive shall serve the Employer as its Chief Financial Officer with such customary responsibilities, duties and authority as may from time to time be assigned to him by the Chief Executive Officer of the Employer (the “Chief Executive Officer”) and the Board of Directors of the Employer (the “Board”). In addition and without further compensation, the Executive shall serve as an officer of one or more of the Employer’s operating subsidiaries if so elected or appointed from time to time, provided that the Employer shall provide to the Executive at all times, and pay all of the costs of, directors’ and officers’ liability insurance coverage with respect to such service as required by Section 4 hereof. (b) During the Term, the Executive shall be employed by Company the Employer on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s customary for his position on behalf of Companythe Employer and its Affiliates as may be designated from time to time by the Chief Executive Officer and the Board. The duties to be performed by the Executive hereunder shall be performed primarily at the principal office of the Employer in the City of Montreal, Quebec, subject to reasonable travel requirements. (bc) During the Term, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of Company the Employer and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities . The Executive shall not interfere engage in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Termother business activity or serve in any industry, the Executive will report directly to the Board. (e) On the Effective Datetrade, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shallprofessional, governmental or academic position during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations except as may be mutually agreeable to approved by the Chief Executive Officer and Company (including reasonable Board. The foregoing provisions during the COVID-19 national public health emergency). Notwithstanding thisof this Section 3(c) shall not, it is expected that however, preclude the Executive shall be required to travel from devoting a reasonable amount of time to engaging in civic, charitable or religious activities, devoting a reasonable amount of time to private investment activities, serving as a director of one (1) outside board and/or serving as a director, officer or trustee of companies, trusts or foundations owned by, or of which the performance sole beneficiaries are, family members of his duties under this Agreementthe Executive, provided in each case that such involvement is in compliance with the provisions of Section 8(a) hereof and does not otherwise conflict with the Executive’s responsibilities to the Employer.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its President and Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: from (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business Business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Start Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, which currently is in Ontario, Canada, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm hereof, the Executive shall serve the Company as its President and Chief Executive Officer. In addition, the Executive shall be employed by appointed to serve as a director of the Company on and a full-time basis as its Chief member of the Executive Officer. Executive shall perform such duties and responsibilities as directed by Committee of the Board of Directors of the Company (the “Board”)) upon the commencement of his employment hereunder, consistent with Executive’s position on behalf and shall so serve without additional compensation. At the expiration of Company. (b) the term of such initial appointment, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests again serve as a director of the Company or any other and a member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent Committee of the Board, as a member of the Board of Directors if so re-elected or Advisory Board (or the equivalent in the case of a nonre-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairsappointed from time to time, and (iii) managing Executive’s personal investments and affairsshall so serve without additional compensation; provided, however, that the activities set out in clauses (i), (ii)Executive’s failure to be so re-elected or re-appointed shall not constitute a breach of this Agreement. The Executive shall resign immediately from the Board, and all committees thereof, upon termination of his employment hereunder. (iiib) During the term hereof, the Executive shall be limited employed by the Company on a full-time basis, and shall have and perform such usual and customary duties, responsibilities, and authority of a Chief Executive so as not to materially interfere, individually or in Officer and President on behalf of the aggregate, with the performance of his duties Company and responsibilities hereunderits Affiliates. (c) Executive’s employment with Company shall be exclusive with respect to During the business of Company. Accordinglyterm hereof, during the Term, Executive shall devote Executive’s his full business time (except for permitted vacation periods and Executive’s best reasonable periods of illness or other incapacity) and his efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, as may be expressly approved in each case such activities shall not interfere advance by the Board in any material respect with Executive’s duties and responsibilities hereunderwriting. (d) During the Term, The foregoing restrictions shall not limit or prohibit the Executive will report directly to from engaging in passive investment, inactive business ventures, and community, charitable, and social activities, including without limitation serving as a member of boards of directors (or other similar bodies) of entities not engaged in competition with the Company or any of its Affiliates, in each case, so long as such activities do not interfere with the Executive’s performance and obligations hereunder, and provided, further, that the Executive shall not serve as a member of a board of directors of a publicly-traded Company without the Board’s prior approval (which approval shall not be unreasonably withheld). (e) On It is anticipated that during the Effective Dateterm hereof, the Board shall appoint Executive as a director (Chairman headquarters of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5)be relocated from Arlington, and all terms of this Agreement (other than those relating Virginia to Executive’s position as a director of Company) will continue in full forcethe greater St. Louis, and effect and Executive will have no claims in respect of such cessation of officeMissouri metropolitan area. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the The Executive shall be required to travel a reasonable amount of time maintain his office at the Company’s headquarters in the performance of St. Louis and will be required to commute to St. Louis each week to perform his duties under this Agreementand responsibilities hereunder; provided, however, that the Executive shall not be required to relocate his primary residence from the Atlanta, Georgia area.

Capacity and Performance. (a) During the TermTerm of this Agreement, the Executive shall be appointed as and serve as the Company’s Chairman, President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 9 hereof) if so elected or appointed from time to time. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as Chairman and his offices as President and Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. (b) During the Term of this Agreement, the Executive shall be employed by the Company on a full-time basis as its Chief Executive Officer. Executive and shall perform such the duties and responsibilities of his positions and offices and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably related to one or more of his positions and offices, as directed may be assigned to him from time to time by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Companyor a designated committee thereof. (bc) During the Term of this Agreement, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under except as otherwise provided in this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (iiSection 3(c), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder, except for permitted vacation (. The Executive may engage in the passive management of his personal and other paid time off) periods, reasonable periods of illness or incapacityfamily investments and in charitable and community activities; provided that such activities, and reasonable any memberships on board of directors or other governing boards other than those of the Company and customary time spent on civicits Immediate Affiliates authorized by the Board, charitable and religious activitiesdo not, individually or in each case such activities shall not the aggregate, give rise to a conflict of interest or otherwise materially interfere in any material respect with Executive’s his performance of his duties and responsibilities hereunderto the Company and its Affiliates under this Agreement or the time required for their performance or breach his obligations set forth in the agreement between the Company and the Executive entitled “Employee Non-Disclosure, Non-Competition and Inventions Agreement” dated as of December 14, 2011 (the “Employee Agreement”). The Executive shall not accept membership on any board of directors or other governing board of any Person or engage in any other business activity without the prior express written approval of the Board. (d) During the Term, the Executive will report directly The Company agrees to propose to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman shareholders of the Board) Company at each appropriate annual meeting of Company and shall, such shareholders during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms Term of this Agreement (other than those relating to Executivefor the avoidance of doubt, not including the Company’s position as a director annual shareholder meeting in 2020) the reelection of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to the Executive as a director member of Companythe Board. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Financial Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company ​ and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall continue to serve the Employer as its Senior Vice-President Information Technology and Logistics with such customary responsibilities, duties and authority as may from time to time be assigned to him by the Chief Executive Officer of the Employer (the “Chief Executive Officer”) and the Board of Directors of the Employer (the “Board”). In addition and without further compensation, the Executive shall continue to serve as a director and/or officer of one or more of the Employer’s operating subsidiaries if so elected or appointed from time to time, provided that the Employer shall provide to the Executive at all times, and pay all of the costs of, directors’ and officers’ liability insurance coverage with respect to such service as required by Section 4 hereof. (b) During the Term, the Executive shall continue to be employed by Company the Employer on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) the Employer and its Affiliates as may be designated from time to time by the Chief Executive Officer and the Board. The duties to be performed by the Executive hereunder shall devote his full business time, attention, skill, and best efforts continue to be performed primarily at the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests principal office of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment Employer in the Company’s best interests. Notwithstanding the foregoingCity of Montreal, nothing herein shall preclude Executive from: (i) servingQuebec, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not subject to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunderreasonable travel requirements. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during During the Term, the Executive shall continue to devote Executive’s his full business time and Executive’s his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of Company the Employer and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities . The Executive shall not interfere engage in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Termother business activity or serve in any industry, the Executive will report directly to the Board. (e) On the Effective Datetrade, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shallprofessional, governmental or academic position during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations except as may be mutually agreeable to approved by the Chief Executive Officer and Company (including reasonable the Board. The foregoing provisions during the COVID-19 national public health emergency). Notwithstanding thisof this Section 4(c) shall not, it is expected that however, preclude the Executive shall be required to travel from devoting a reasonable amount of time to engaging in civic, charitable or religious activities, devoting a reasonable amount of time to private investment activities, and/or serving as a director, officer or trustee of family-owned companies, trusts or foundations, provided in each case that such involvement is in compliance with the performance provisions of his duties under this AgreementSection 9(a) hereof and does not otherwise conflict with the Executive’s responsibilities to the Employer.

Capacity and Performance. (a) During the Term, the Executive shall serve the Employer as its Vice-President and as President of Aris Import Inc. (“Aris”), for so long as Aris is a subsidiary of the Employer, during the term with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer of the Employer (the “Chief Executive Officer”) and the Boards of Directors of Dollarama GP Inc. and Aris (collectively and individually referred to as the “Board”). In addition and Employment Agreement for Xxxxxxxx Xxxxxxxxx without further compensation, the Executive shall serve as a director and/or officer of one or more of the Employer’s operating subsidiaries, including Aris, if so elected or appointed from time to time, provided that the Employer shall provide to the Executive at all times, and pay all of the costs of, directors’ and officers’ liability insurance coverage with respect to such service as required by Section 4 hereof. (b) During the Term, the Executive shall be employed by Company the Employer on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Companythe Employer and its Affiliates as may be designated from time to time by the Chief Executive Officer or the Board. The Executive shall be based at the principal office of the Employer in the City of Montreal, Quebec, subject to all travel requirements as the Chief Executive Officer or the Board may require in connection with the Business. (bc) During the Term, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of Company the Employer and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities . The Executive shall not interfere engage in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Termother business activity or serve in any industry, the Executive will report directly to the Board. (e) On the Effective Datetrade, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shallprofessional, governmental or academic position during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations except as may be mutually agreeable to approved by the Chief Executive Officer and Company (including reasonable the Board. The foregoing provisions during the COVID-19 national public health emergency). Notwithstanding thisof this Section 3(c) shall not, it is expected that however, preclude the Executive shall be required to travel from devoting a reasonable amount of time to engaging in civic, charitable or religious activities or devoting a reasonable amount of time to private investment activities and/or serving as a director, officer or trustee of family-owned companies, trusts or foundations, provided in each case that such involvement is in compliance with the performance provisions of his duties under this AgreementSection 8(a) hereof and does not otherwise conflict with the Executive’s responsibilities to the Employer.

Capacity and Performance. (a) During the Termterm hereof, the Executive shall be employed by the Company on a full-time basis and shall serve the Company as its Chief Executive OfficerPresident. In such capacity, the Executive shall perform such duties and responsibilities as directed by report to the Board of Directors of the Company (the “Board”), and the Executive shall have such duties as are consistent with the Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts as may from time to time be assigned to the performance Executive by the Board. Without limitation of the foregoing, the Executive will be in charge of all of the Company’s centers and their employees and for all clinical functions of the Company. The Chief Medical Officer of the Company, the Chief People Officer of the Company, the Chief Technology Officer of the Company, all employees involved in center operations, all sales and marketing employees and all personnel responsible for developing new sites will report to the Executive. The Chief Financial Officer of the Company, the General Counsel of the Company, all employees involved in investor relations and all personnel solely responsible for acquisitions will not report to the Executive. Notwithstanding anything to the contrary in the foregoing, the Executive will take on additional responsibilities and direct reports in his duties under this Agreement first role of operations, such that, by the end of the Executive’s first nine (9) months of employment, the Executive will have responsibility for the finance, legal, investor relations and shall not engage in any other business or occupation during the Term of Employmentmergers and acquisitions functions, including, without limitation, any activity that: (x) conflicts with having the interests of related employees report in to the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (cb) Executive’s employment with Company shall be exclusive with respect to During the business of Company. Accordinglyterm hereof, during the Term, Executive shall devote substantially all of the Executive’s full business time and the Executive’s reasonable best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates (as defined below) and to the discharge of the Executive’s duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except for permitted vacation (as may be expressly approved in advance by the Board in writing, which approval shall not be unreasonably withheld; provided, however, that the Executive may, without advance consent, participate in charitable activities and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious passive personal investment activities, in each case provided that such activities shall not do not, individually or in the aggregate, interfere in any material respect with the performance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any of its Affiliates and responsibilities hereunderdo not violate Sections 7, 8 or 9 of this Agreement. The Company acknowledges and agrees that the Executive currently serves on the Board of Directors of Kepro and may continue such service subject to the foregoing limitations. (c) During the term hereof, the Executive shall comply with all of the Company’s written policies, practices and codes of conduct applicable to the Executive’s position and made available to the Executive, as in effect from time to time. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. The Executive acknowledges and agrees that the Executive is not entitled to any additional compensation must reside within driving distance of the Company’s headquarters in respect of Executive’s appointment as a director of Company. If Denver, Colorado during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Companyterm hereof. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm of Executive’s employment hereunder, the Executive shall serve the Company as its Senior Vice President, Corporate Development. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Subsidiaries if so elected or appointed from time to time. (b) During the term of Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities as directed by the Board of Directors on behalf of the Company (and its Subsidiaries as may be designated from time to time by the “Board”), consistent with Chief Executive Officer and/or by the Executive’s position on behalf of Companyimmediate supervisor. (bc) During the term of Executive’s employment hereunder, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Subsidiaries and to the discharge of Executive’s his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except for permitted vacation as may be expressly approved in advance by the Chief Executive Officer in writing. Notwithstanding the preceding, the Executive may, without being in violation of the Executive’s obligations hereunder, (and other paid time offi) periodsserve on corporate, reasonable periods of illness civic or incapacitycharitable boards, or committees which are not engaged in business competition with the Company, and reasonable and customary time spent on civic(ii) invest the Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the entities in which such investments are made, charitable and religious activities, provided the Executive shall use the Executive’s best efforts to pursue such activities in each case such a manner so that such activities shall not interfere in any material respect with prevent the Executive from fulfilling the Executive’s duties and responsibilities obligations to the Company hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) a. During the Termterm hereof, the Executive shall serve the Company as its Executive Vice President and Chief Financial Officer, reporting to the Chief Executive Officer of the Company (the “CEO”); provided however, that beginning on January 1, 2006, the Executive will serve the Company as its Managing Director and Chief Financial Officer, reporting to the CEO. b. During the term hereof, the Executive shall be employed by the Company on a full-time basis as its Chief Executive Officer. Executive and shall perform have such duties duties, authority and responsibilities as directed are commensurate with his position and such other duties, consistent with his position, as may be designated from time to time by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) c. During the term hereof, the Executive shall devote his full business time, attention, skill, time and his best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance discharge of his duties and responsibilities hereunder. (c) Executive’s employment ; provided, however, that, subject to Section 8 hereof, the foregoing shall not be construed to prevent the Executive from attending to personal investments and community and charitable service, provided that such activities do not unreasonably interfere with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge performance of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During to the TermCompany. In addition, the Executive will report directly may serve on boards of directors and similar governing bodies, and committees thereof, subject to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman approval of the Board, which approval shall not be unreasonably withheld, and subject to Section 8 hereof. Notwithstanding the foregoing, the Executive may continue to serve on those boards and committees on which the Executive was serving at the time of the Closing, which boards and committees are listed on Schedule 1(A) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm hereof, the Executive shall serve the Company as its Chief Executive Officer. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis as its Chief Executive Officer. Executive and shall perform such the duties and responsibilities of the Executive’s position and such other duties and responsibilities consistent with the Executive’s title and position on behalf of the Company and its Affiliates as directed reasonably may be designated from time to time by the Board board of Directors managers of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunderits designees. (c) Executive’s employment with Company shall be exclusive with respect to During the business of Company. Accordinglyterm hereof, during the Term, Executive shall devote the Executive’s full business time time, attention and Executive’s best efforts, business judgment, skill and knowledge efforts to the advancement of the business and interests of the Company and its Affiliates and Affiliated Physician Practices and to the discharge of the Executive’s duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement that would conflict or interfere with the performance of the Executive’s duties and responsibilities hereunder, except for permitted vacation as may be expressly approved in advance by the Board in writing; provided, however, that the Executive may, without the Board’s advance consent, (and other paid time offi) periodsact or serve as a director, reasonable periods trustee, committee member, or principal of, or otherwise participate in the activities of, any type of illness civic or incapacitycharitable organization, and reasonable (ii) purchase or own less than two percent (2%) of the publicly traded securities of any corporation; provided, that, such ownership represents a passive investment and customary time spent on civicthat the Executive is not a controlling person of, charitable or a member of a group that controls, such corporation; provided, further, that the activities described in clauses (i) and religious activities(ii) above do not, individually or in each case such activities shall not the aggregate, interfere in any material respect with the performance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any of its Affiliates or Affiliated Physician Practices and responsibilities hereunderdo not violate any provision of Section 7, 8 or 9 hereof. (d) During the Termterm hereof, the Executive will report directly shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the BoardExecutive’s position, as in effect from time to time. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman The principal place of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement the Company’s principal office, currently located at the primary office location of Company0000 Xxxx Xxxxxx, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding thisXxxxx 0000, it is expected Xxxxxx, XX 00000; provided, that the Executive shall may be required to travel a reasonable amount of time in on Company business during the performance of his duties under this Agreementterm hereof.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.devote

Capacity and Performance. (a) During the Termterm of Executive’s employment hereunder, the Executive shall serve the Company as its President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Subsidiaries if so elected or appointed from time to time. (b) During the term of Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities on behalf of the Company and its Subsidiaries as directed may be designated from time to time by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (bc) During the term of Executive’s employment hereunder, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Subsidiaries and to the discharge of Executive’s his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except for permitted vacation as may be expressly approved in advance by the Board in writing. Notwithstanding the preceding, the Executive may, without being in violation of the Executive’s obligations hereunder, (and other paid time offi) periodsserve on corporate, reasonable periods of illness civic or incapacitycharitable boards, or committees which are not engaged in business competition with the Company, and reasonable and customary time spent on civic(ii) invest the Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the entities in which such investments are made, charitable and religious activities, provided the Executive shall use the Executive’s best efforts to pursue such activities in each case such a manner so that such activities shall not interfere in any material respect with prevent the Executive from fulfilling the Executive’s duties and responsibilities obligations to the Company hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive OfficerVice President. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of EmploymentTerm, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the BoardChief Executive Officer. (e) On the Effective Date, the Board shall appoint Executive as a director (the Executive Vice President and Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency)Company. Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Operating Officer and Chief Financial Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”)) and the Company’s Chief Executive Officer, consistent with Executive’s position on behalf of Company. (b) Executive shall devote all of his full business time, necessary and required attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, and shall not perform any activity that: that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: from (i) serving, with the prior written consent of the Board, as a member of the Board board of Directors directors or Advisory Board advisory board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business Business of Company. Accordingly, during the Term, Executive shall devote Executive’s full necessary business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the BoardBoard and the Company’s Chief Executive Officer. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other any location or locations as may be mutually agreeable to between the Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm of this Agreement, from and after the Commencement Date, the Executive shall serve the Company as its President. On May 23, 2009, and continuing during the remainder of the term hereof, the Executive shall be appointed to the position of Chief Executive Officer of the Company and elected as Chairman. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 9 hereof) if so elected or appointed from time to time. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as Chairman and his offices as President and Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis as its Chief Executive Officer. Executive and shall perform such the duties and responsibilities of his positions and offices and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably related to one or more of his positions and offices, as directed may be assigned to him from time to time by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Companyor a designated committee thereof. (bc) During the term hereof, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under except as otherwise provided in this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (iiSection 3(c), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive may engage in the passive management of his personal and family investments and in charitable and community activities; provided that such activities, and any memberships on board of directors or other governing boards other than those Company and its Immediate Affiliates authorized by the Board, do not, individually or in the aggregate, give rise to a conflict of interest or otherwise materially interfere with his performance of his duties and responsibilities to the Company and its Affiliates under this Agreement or the time required for their performance or breach his obligations set forth in the agreement between the Company and the discharge Executive entitled “Employee Non-Disclosure, Non-Competition and Inventions Agreement” of even date with this Agreement (the “Employee Agreement”). The Executive represents and warrants that, as of the effective date of this Agreement, first written above, he has no existing obligations and has not undertaken any future obligations, except for duties as member and chairman of the board of directors of Shire plc (the “Shire Board”). The Company acknowledges that the Executive has disclosed to the Board the likely time required by the Executive to fulfill his obligations to the Shire Board (the “Shire Obligations”) and the Company agrees that on this basis the Shire Obligations will not substantially interfere with the performance of the Executive’s duties and responsibilities hereunder, except to the Company and its Affiliates or the time required for permitted vacation (their performance and other paid time off) periods, reasonable periods of illness or incapacityfurther agrees that the Executive’s membership on, and reasonable and customary time spent on civicposition as chairman of, charitable and religious activitiesthe Shire Board do not in themselves constitute a breach of the Employee Agreement. It is agreed that, in each case such activities exclusive of his Shire Obligations, the Executive shall not interfere accept membership on any board of directors or other governing board of any Person or engage in any material respect with Executive’s duties and responsibilities hereunderother business activity without the prior express written approval of the Board or a designated committee thereof. (d) During The Company agrees to propose to the Term, shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or reelection of the Executive will report directly to as a member of the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Termterm of Executive’s employment hereunder, the Executive shall serve as the Chief Executive Officer of ESP and shall serve as Executive Vice President and Chief Financial Officer of the Company until such time as a replacement has begun service. Executive agrees to provide reasonable assistance in the transition of such replacement. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s or ESP’s Subsidiaries if so elected or appointed from time to time. (b) During the term of Executive’s employment hereunder, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities on behalf of the Company, ESP and their Subsidiaries as directed may be designated from time to time by the Board board of Directors directors of the Company (the “Board”), consistent with Executive’s position on behalf of Companyor ESP. (bc) During the term of Executive’s employment hereunder, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company the Company, ESP and their Subsidiaries and to the discharge of Executive’s his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except for permitted vacation as may be expressly approved in advance by the board of directors of the Company or ESP in writing. Notwithstanding the preceding, the Executive may, without being in violation of the Executive’s obligations hereunder, (and other paid time offi) periodsserve on corporate, reasonable periods of illness civic or incapacitycharitable boards, or committees which are not engaged in business competition with the Company or ESP, and reasonable and customary time spent on civic(ii) invest the Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the entities in which such investments are made, charitable and religious activities, provided the Executive shall use the Executive’s best efforts to pursue such activities in each case such a manner so that such activities shall not interfere in any material respect with prevent the Executive from fulfilling the Executive’s duties and responsibilities obligations hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall serve the Employer as its CEO with such customary responsibilities, duties and authority as may from time to time be assigned to him by the Board of Directors of the Employer (the “Board”). In addition and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Employer’s operating subsidiaries if so elected or appointed from time to time, provided that the Employer shall provide to the Executive at all times, and pay all of the costs of, directors’ and officers’ liability insurance coverage with respect to such service as required by Section 4 hereof. Employment Agreement for Xxxxx Xxxxx (b) During the Term, the Executive shall be employed by Company the Employer on a full-time basis as its Chief Executive Officer. Executive and shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Companythe Employer and its Affiliates as may be designated from time to time by the Board. The duties to be performed by the Executive hereunder shall be performed primarily at the principal office of the Employer in the City of Montreal, Quebec, subject to reasonable travel requirements. (bc) During the Term, the Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of Company the Employer and its Affiliates and to the discharge of Executive’s his duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities . The Executive shall not interfere engage in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Termother business activity or serve in any industry, the Executive will report directly to the Board. (e) On the Effective Datetrade, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shallprofessional, governmental or academic position during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations except as may be mutually agreeable to Executive and Company (including reasonable approved by the Board. The foregoing provisions during the COVID-19 national public health emergency). Notwithstanding thisof this Section 3(c) shall not, it is expected that however, preclude the Executive shall be required to travel from devoting a reasonable amount of time to engaging in civic, charitable or religious activities, devoting a reasonable amount of time to private investment activities, and/or serving as a director, officer or trustee of family-owned companies, trusts or foundations, provided in each case that such involvement is in compliance with the performance provisions of his duties under this AgreementSection 8(a) hereof and does not otherwise conflict with the Executive’s responsibilities to the Employer.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote all of his full business time, necessary and required attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, and shall not perform any activity that: that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: from (i) serving, with the prior written consent of the Board, as a member of the Board board of Directors directors or Advisory Board advisory board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business Business of Company. Accordingly, during the Term, Executive shall devote Executive’s full necessary business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other any location or locations as may be mutually agreeable to between the Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Medical Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of EmploymentTerm, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the BoardChief Executive Officer. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of CompanyChief Medical Officer. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency)Company. Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.