Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Managing Director of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates 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, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant or its or his designees consistent with the Executive's office as set forth above. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of 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 as may be expressly approved in advance by 2 the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Managing Director of the Companyits Chief Executive Officer (“CEO”). In addition, and without further compensation, the Executive shall agrees to serve as a director of the Company and as a director and/or officer of the Company and/or one or more of the Company's ’s Immediate Affiliates (as defined in Section 13 hereof), in each case if so elected or appointed from time to time. (b) During the term hereof, the Executive shall report to the Board of Directors of the Company or its designees, currently Xxxxxxx Xxxxx and Xxxxxxx Xxxx. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, basis and shall perform the duties and responsibilities of his position, including, without limitation, general oversight and direction of the operations of the Company and such other duties and responsibilities on behalf of the Company consistent with the responsibilities of a Chief Executive Officer, as well as the duties and its Affiliates responsibilities reasonably related to other positions on behalf of the Immediate Affiliates, as may reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant or by its Chair or his designees consistent with the Executive's office as set forth aboveother designee. (cd) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and, if so elected or appointed, its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. The Company hereby agrees that the Executive may continue to serve as a director of OfficeMax, Inc. and may participate in appropriate trade associations. In addition, he may engage in appropriate civic, charitable, religious or personal activities that do not conflict or interfere with the proper performance of his duties hereunder. However, 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 as may be expressly approved in advance by 2 the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunderwriting. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Managing Director Chairman and Chief Executive Officer of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates 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 basisbasis except with respect to the activities set forth on Schedule 1 hereto, shall have all powers and duties consistent with his position as an the senior-most executive officer of the Company (including without limitation the power to conduct and direct the day-to-day operations of the Company, the power to hire and dismiss personnel, and those other powers customarily exercised by the senior-most executive officer of a publicly-held business), subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designeesdesignees consistent with the Executive's office as set forth above, and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees consistent with the Executive's office as set forth above. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and 2 knowledge to the advancement of the business and interests of the Company and to the discharge of 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 (i) as set forth on Schedule 1 hereto, and (ii) as may be expressly approved in advance by 2 the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within beyond a twenty fifty (2050) mile radius of the location of the ExecutiveCompany's home headquarters as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its Chief Financial Officer, subject to his appointment by the Board of Directors of the Company (the “Board”) as a condition precedent to the effectiveness of this Agreement, or in such other executive position as the Managing Director of the CompanyBoard may designate from time to time. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates ’s subsidiaries (including the Principal Subsidiary) 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, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, basis and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates subsidiaries as may reasonably be designated from time to time by the Board or by its designees. During the term hereof and thereafter, the Chief Company will indemnify the Executive Officer to the maximum extent permitted by the Delaware General Corporation Law in respect of Provant any action, suit, proceeding or its claim (other than any such action, suit, proceeding, claim or his designees consistent with counterclaim initiated by or on behalf of the Executive's office as set forth above) to which the Executive is or is threatened to be made a party by reason of the fact that the Executive is or was a director or officer of the Company or any of its subsidiaries. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its subsidiaries and to the discharge of 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 as may be expressly approved in advance by 2 the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunderwriting. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereofTerm, the Executive shall serve be employed by the Company as Founder or in such comparable position as may be designated by the Managing Director of the CompanyCompany from time to time. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's ’s Affiliates if so elected or appointed from time to time. (b) During the term hereofTerm, the Executive shall be employed by the Company or an Affiliate of the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, basis and shall perform the duties and responsibilities of a senior executive officer with such other specific duties and responsibilities on behalf of the Company and its Affiliates Affiliates, reasonably related to that position or function, as may reasonably be designated from time to time by the Board and of Directors of the Chief Executive Officer of Provant or its or his designees consistent with Company (hereinafter referred to, including any designee, as the Executive's office as set forth above“Board”). (c) During the term hereofTerm, the Executive shall devote substantially all of his full business time and 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 his duties and responsibilities hereunder. The Except as may be expressly approved in advance by the Board in writing, 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 other than (i) as may be expressly approved a member of the board of directors of up to two (2) entities not engaged, either directly or indirectly, in advance by 2 any Competing Business (as defined in Section 9 below) or (ii) as a guest lecturer or instructor on industry related matters or in connection with other academic pursuits, provided the Board in writing or to the extent that any Executive spends no more than a total of twenty (20) hours per fiscal quarter on such activity or activities and such service does not materially interfere with his duties and adversely affect responsibilities hereunder. The foregoing is not intended to prohibit the discharge of Executive from serving in any capacity with any civic, charitable or non-profit industry organization, provided that such service does not materially interfere with his duties and responsibilities hereunder. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereofTerm, the Executive shall serve the Company as its President and Chief Executive Officer, and shall report to the Managing Director Board of Directors of the CompanyCompany (the “Board”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's ’s Affiliates if so elected or appointed from time to time. (b) During the term hereofTerm, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, 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 reasonably be designated from time to time by the Board or by its Chair or other designee, consistent with his position as President and the Chief Executive Officer of Provant or its or his designees consistent with the Executive's office as set forth aboveOfficer. (c) During the term hereofTerm, the Executive shall devote substantially all of his full business time and 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 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 such activities as may be expressly approved in advance by 2 shall not interfere with the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge performance of his duties to the Company. Notwithstanding the foregoing, the Executive shall be entitled to attend to personal and family affairs and investments, be involved in not for profit, charitable and professional activities and serve on up to two for profit boards, provided that the foregoing does not, individually or in the aggregate, materially interfere with Executive’s responsibilities hereunderunder this Agreement. (d) The Company shall not require agrees to propose to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the Term the election or reelection of the Executive to relocate or reassign as a director of the Company, provided that the Executive to any location outside of Provo, Utah unless is otherwise eligible for such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consentelection.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and the ultimate parent company for the Albireo group of companies (“Parent”) as the Managing Director of the CompanyChief Financial Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's ’s Affiliates 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, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, 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 reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant or its or his designees consistent with Parent (the “CEO”). The Executive's office ’s principal work location shall be in Boston, MA, subject to such business travel as set forth aboveis customary for Executive’s position and, in particular, to regular travel to the offices of the Company’s Affiliate in Sweden. (c) During the term hereof, the Executive shall devote substantially all of his full business time and 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 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 as may be expressly approved in advance by 2 the Board CEO in writing writing; provided, however, that the Executive may without advance consent participate in charitable activities and passive personal investment activities, provided that such activities do not, individually or to in the extent that aggregate, interfere with the performance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any such activity of its Affiliates and do not violate Sections 7, 8 or service does not materially and adversely affect the discharge 9 of his duties and responsibilities hereunderthis Agreement. (d) The Company shall not require During the term hereof, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home ’s position, as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consentin effect from time to time.

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Managing Director President and Chief Operating Officer of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates 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, shall have all powers and duties consistent with his position as an the second most senior executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant or its or his designees consistent with the Executive's office as set forth above. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of 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 (i) as set forth on Schedule I hereto, or (ii) as may be expressly approved in advance by 2 the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within beyond a twenty fifty (2050) mile radius of the location of the ExecutiveCompany's home headquarters as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereofTerm, the Executive shall serve be employed by the Company as President or in such comparable position as may be designated by the Managing Director of the CompanyCompany from time to time. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's ’s Affiliates if so elected or appointed from time to time. (b) During the term hereofTerm, the Executive shall be employed by the Company or an Affiliate of the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, basis and shall perform the duties and responsibilities of a senior executive officer with such other specific duties and responsibilities on behalf of the Company and its Affiliates Affiliates, reasonably related to that position or function, as may reasonably be designated from time to time by the Board and of Directors of the Chief Executive Officer of Provant or its or his designees consistent with Company (hereinafter referred to, including any designee, as the Executive's office as set forth above“Board”). (c) During the term hereofTerm, the Executive shall devote substantially all of his full business time and 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 his duties and responsibilities hereunder. The Except as may be expressly approved in advance by the Board in writing, 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 other than as may be expressly approved a member of the board of directors of up to two (2) entities not engaged, either directly or indirectly, in advance by 2 any Competing Business (as defined in Section 9 below) and for which the Board Executive spends no more than a total of eight (8) hours per fiscal quarter on any one board. The foregoing is not intended to prohibit the Executive from serving in writing any capacity with any civic, charitable or to the extent non-profit industry organization, provided that any such activity or service does not materially and adversely affect the discharge of interfere with his duties and responsibilities hereunder. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Managing Director of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates if so elected or appointed from time to time. (b) During the term hereofTerm, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, 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 may be reasonably be designated from time to time by the Board and of Directors of the Chief Executive Officer Company (the “Board”) or by its chairman or other designee. The Executive’s office shall be located at the Company’s principal place of Provant or its or his designees consistent with the Executive's office as set forth abovebusiness. (cb) During the term hereofTerm, the Executive shall devote substantially all of his full business time and 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 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 AgreementTerm, except as may be expressly approved in advance by 2 the Board in writing writing. Notwithstanding the foregoing, the Executive may serve on the boards of directors of: (i) up to two industry groups, such as BioNJ or BIO; and (ii) other companies (excluding industry groups) that are not Competitive (with the boards described in this clause (ii) referred to hereinafter as the extent that any such activity or service does not materially “Other Company Boards”); provided that: (A) commencing three months after the Effective Date, the Executive may serve on no more than three Other Company Boards; and adversely affect (B) commencing six months after the discharge of his duties and responsibilities hereunderEffective Date, the Executive may serve on no more than two Other Company Boards. (dc) The Company shall not require During the Term, the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within shall serve as a twenty (20) mile radius member of the location Board. The Executive shall tender his resignation from the Board upon termination of his employment for any reason, and Executive’s execution of this Agreement shall constitute his conditional resignation from the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consentBoard pursuant to this Section 3(c).

Capacity and Performance. (a) During the term hereofof Executive’s employment hereunder, the Executive shall serve the Company as the Managing Director of the Companyits Executive Vice President and Chief Operating Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates ’s Subsidiaries if so elected or appointed from time to time. (b) During the term hereofof Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, basis and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates Subsidiaries as may reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant or its or his designees consistent with and/or by the Executive's office as set forth above’s immediate supervisor. (c) During the term hereofof Executive’s employment hereunder, the Executive shall devote substantially all of his full business time and his 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 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 as may be expressly approved in advance by 2 the Board Chief Executive Officer in writing or to writing. Notwithstanding the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder. (d) The Company shall not require preceding, the Executive to relocate or reassign the Executive to any location outside of Provomay, Utah unless such location is within a twenty (20) mile radius of the location without being in violation of the Executive's home ’s obligations hereunder, (i) serve on corporate, civic or charitable boards, or committees which are not engaged in business competition with the Company, and (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 date hereofentities in which such investments are made, nor provided the Executive shall use the Executive's duties hereunder be materially changed, without ’s best efforts to pursue such activities in such a manner so that such activities shall not prevent the Executive from fulfilling the Executive's prior written consent’s obligations to the Company hereunder.

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Managing Director President of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates subsidiaries if so elected or appointed from time to time. The Company and the Executive acknowledge and agree that the Executive shall become a director of the Company as of the Effective Date. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as an executive officer the President of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant the Company or its or his designeesdesignees consistent with the Executive's office as set forth above, and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates subsidiaries as may reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant the Company or its or his designees consistent with the Executive's office as set forth above. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of 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 (i) as set forth on Schedule 1 hereto, or (ii) as may be expressly approved in advance by 2 the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder. (d) The Company shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within beyond a twenty fifty (2050) mile radius of the location of the Executive's home as of the date hereofSalt Lake City, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Managing Director of the Companyits Chairman, President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates 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, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, basis and shall perform the duties and responsibilities of his positions and such other duties and responsibilities on behalf of the Company and its Affiliates Affiliates, reasonably consistent with his positions, as may reasonably be designated from time to time by the Board and of Directors of the Chief Executive Officer of Provant or its or his designees consistent with Company (the Executive's office as set forth above"Board"). (c) During the term hereof, the Executive shall devote substantially all of his full business time and 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 his duties and responsibilities hereunder. The Executive It is agreed, however, that the provisions of this Section 3(c) shall not engage be violated (i) by the Executive's holding of directorships or related positions in any other business activity charitable, educational or serve in any industry, trade, professional, governmental not-for-profit organizations which do not involve continuous or academic position during substantial time commitments or (ii) by the term Executive's holding of this Agreement, except as may be expressly approved in advance by 2 directorships with for-profit organizations with the approval of the Board or (iii) by passive personal investment activities, provided that such positions and activities are not in writing or to conflict, and do not otherwise interfere, with the extent that any such activity or service does not materially and adversely affect the discharge of his Executive's duties and responsibilities hereunderto the Company and its Affiliates. (d) The Company shall not require agrees to propose to the shareholders of the Company at each appropriate annual meeting of such shareholders during the term hereof the election or reelection of the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within as a twenty (20) mile radius member of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consentBoard.

Capacity and Performance. (a) During the term hereofTerm, the Executive shall serve Savvis in the position of Chief Executive Officer, Savvis and serve Parent as the Managing Director of the Company. In additionChief Executive Officer, and without further compensation, the Savvis Operations or in such higher position to which Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's Affiliates if so elected or may be appointed from time to time. (b) . During the term hereofTerm, the Executive shall will be employed by the Company Parent on a full-time basis, shall have all powers and duties consistent with his position as an executive officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, 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 Affiliates, reasonably related to that position, as may reasonably be designated from time to time by Parent. For the Board and avoidance of doubt, by entering into this Agreement, the Chief Executive Officer agrees that the consummation of Provant or its or the transaction described in the Merger Agreement shall not, by itself, constitute an event of Good Reason pursuant to clause (i) of the definition of Good Reason in the Prior Agreement and, as a result, the Executive waives any right that he may have to terminate his designees consistent employment with Good Reason due to any such event solely on account of the Executive's office as set forth aboveconsummation of the transaction described in the Merger Agreement. (cb) During the term hereofTerm, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company Parent and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Except for corporate or nonprofit board positions that Executive currently holds, 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 as may otherwise be expressly approved in advance by 2 the Board Chief Executive Officer of Parent or his designee in writing or to the extent that any writing, and such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder. (d) The Company approval shall not require the Executive to relocate or reassign the Executive to any location outside of Provo, Utah unless such location is within a twenty (20) mile radius of the location of the Executive's home as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consentunreasonably withheld.