Common use of Duties and Extent of Service Clause in Contracts

Duties and Extent of Service. (a) During the Term, Executive shall serve as Chief Executive Officer and President of the Company and, in addition, in such other executive capacity or capacities for the Company, as may be commensurate with Executive’s seniority and experience and as determined by the Company’s Board of Directors (the “Board”). During the Term, the Company shall use its reasonable best efforts to ensure that Executive is re-elected as a director of the Company, and Executive agrees to serve in such capacity without additional compensation. (b) Executive shall report directly and exclusively to the Board and no other executive officer shall be appointed with authority over the business operations of the Company superior to that of Executive. (c) Executive shall perform such services and duties for the Company as are customarily performed by an executive in Executive’s position at a business such as the Company’s business and as the Board may assign or delegate to him from time to time. Executive shall devote his full business knowledge, skill, time and reasonable best efforts exclusively to the performance of his duties for the Company and the promotion of its interests; provided, however, that Executive shall be entitled to (i) engage in civic and charitable activities, (ii) manage passive personal investments, and (iii) with the consent of the Board (which shall not be unreasonably withheld), serve on the board of directors of corporations not in competition with the Company; provided further that none of the foregoing activities shall, individually or in the aggregate, interfere with Executive’s ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive’s duties hereunder shall be performed at such place or places as the interests, needs, businesses or opportunities of the Company shall require, as the Board may determine from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company’s corporate headquarters, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive’s duties under this Agreement.

Duties and Extent of Service. (a) During the Term, Executive shall serve as a member of the Board of Directors of the Company (the "Board of Directors") and as President and Chief Executive Officer and President of the Company and, in addition, in such other executive capacity or capacities for the Company, as may be commensurate with Executive’s 's seniority and experience and as determined by the Company’s Board of Directors (the “Board”). During the Term, the Company shall use its reasonable best efforts to ensure that Executive is re-elected as a director of the Company, and Executive agrees to serve in such capacity without additional compensationDirectors. (b) Executive shall report directly and exclusively to the Board of Directors, and no other executive officer shall be appointed with authority over the business operations of the Company superior to that of Executive. No other officer, except for the Company's Chief Financial Officer, shall report directly to the Board of Directors. During the Term, the Company shall use its reasonable best efforts to ensure that Executive is elected and re-elected as a director of the Company. (c) The Executive shall perform such services and duties for the Company as are customarily performed by an executive in Executive’s 's position at a business such as the Company’s 's business and as the Board of Directors may assign or delegate to him from time to time. Executive shall devote his full business knowledge, skill, time and reasonable best efforts exclusively to the performance of his duties for the Company and the promotion of its interests; providedPROVIDED, howeverHOWEVER, that Executive shall be entitled to (i) engage in civic and charitable activities, (ii) manage passive personal investments, and (iii) with the consent of the Board of Directors (which shall not be unreasonably withheld), serve on the board of directors of corporations not in competition with the CompanyCompany and (iv) comply with his continuing obligations under his Separation Agreement with The Limited, Inc. dated August 27, 2001 (the "Limited Agreement"); provided further PROVIDED FURTHER that none of the foregoing activities shall, individually or in the aggregate, interfere with Executive’s 's ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive’s 's duties hereunder shall be performed at the Company's Stamford, Connecticut headquarters or at such other place or places as the interests, needs, businesses or opportunities of the Company shall require, as the Board may determine provided that such location is not more than one hour driving distance from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company’s corporate headquartersColumbus Circle, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive’s duties under this AgreementManhattan, New York.

Duties and Extent of Service. (a) During the Term, Executive shall serve as Chief Executive Officer and President Chairman of the Company and, in addition, in such other executive capacity or capacities for the Company, as may be commensurate with Executive’s seniority and experience and as determined by the Company’s Board of Directors (the “Board”). During the Term, the Company The Board shall use its reasonable best efforts to ensure that appoint Executive is re-elected as a director in Class I of the Company, Board and Executive agrees to serve in such capacity without additional compensation.cooperate with the Company to effectuate the foregoing (b) Executive shall report directly and exclusively to the Board and no other executive officer shall be appointed with authority over the business operations of the Company superior to that of ExecutiveBoard. (c) Executive shall perform such services and duties for the Company as are customarily performed by an executive in Executive’s position at a business such as the Company’s business and as the Board may assign or delegate to him from time to time, including without limitation assisting the Board and the Company’s Chief Executive Officer in the transition to Executive’s retirement and assist them in transitioning his relationships with the Company’s general managers and with the automobile manufacturers and distributors and other third parties with whom the Company does business. Executive shall devote his full business knowledge, skill, time and reasonable best efforts exclusively to the performance of his duties for the Company and the promotion of its interests; provided, however, that Executive shall be entitled to (i) engage in civic and charitable activities, (ii) manage passive personal investments, and (iii) with the consent of the Board (which shall not be unreasonably withheld), serve on the board of directors of corporations not in competition with the Company; provided further that none of the foregoing activities shall, individually or in the aggregate, interfere with Executive’s ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive’s duties hereunder shall be performed at such place or places as the interests, needs, businesses or opportunities of the Company shall require, as the Board may determine from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company’s corporate headquarters, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive’s duties under this Agreement.

Duties and Extent of Service. (a) During the first fifteen months of the Employment Term, Executive Employee shall serve as in the position of Executive Vice President and Practice Leader for Caliber, reporting to ICF’s Chief Executive Operating Officer and shall have such authority and perform such executive duties as are commensurate with such position. During the sixteenth through twenty fourth months of the Employment Term, Employee shall serve in the position of Executive Vice President of the Company and, in addition, in such other executive capacity or capacities for the Company, as may be commensurate ICF Consulting with Executive’s seniority and experience and responsibilities as determined by the CompanyICF’s Board of Directors (the “Board”)Chief Operating Officer that may include practice management or may focus on strategic direction, business development or senior client management issues in federal and state and local consulting markets. During the sixteenth through twenty fourth months of the Employment Term, Employee shall report to ICF’s Chief Operating Officer, or his or her designee, and shall have such authority and perform such duties as are commensurate with the Company defined position. Employee shall use its reasonable best efforts to ensure that Executive is re-elected as a director serve Employer faithfully, diligently and competently. In addition, Employee will hold such other offices in Employer (or any affiliates of the CompanyEmployer) to which he may be elected, and Executive agrees to serve in such capacity without additional compensation. (b) Executive shall report directly and exclusively to the Board and no other executive officer shall be appointed with authority over the business operations of the Company superior to that of Executive. (c) Executive shall perform such services and duties for the Company as are customarily performed by an executive in Executive’s position at a business such as the Company’s business and as the Board may assign or delegate to him assigned from time to time, and to which he has consented, and shall discharge the duties related to such offices. Executive shall To the best of his ability during the Employment Term, Employee agrees to devote his full and exclusive business knowledgetime, skill, time attention and reasonable best efforts exclusively energy diligently and competently to perform the performance of his duties for the Company and the promotion of its interests; providedresponsibilities assigned to him hereunder or pursuant hereto, however, that Executive shall be entitled to (i) engage in civic and charitable activities, (ii) provided he may manage passive personal investments, and (iii) and, with the consent of the Board (Employer which shall not be unreasonably withheld), serve on civic or charitable boards. Employee shall be available to travel as the board of directors of corporations not in competition with the Company; provided further that none reasonable needs of the foregoing activities shall, individually or in the aggregate, interfere with Executive’s ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive’s duties hereunder shall be performed at such place or places as the interests, needs, businesses or opportunities of the Company shall business require, as the Board may determine from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company’s corporate headquarters, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive’s duties under this Agreement.

Duties and Extent of Service. (a) During the Term, Executive shall serve as Senior Vice President and Chief Operating Officer of the Company and Chief Executive Officer and President of the Company South Region and, in addition, in such other executive capacity or capacities for the Company, as may be commensurate with Executive’s seniority and experience and as determined by the Company’s Board of Directors (the “Board”)Directors. During the Term, the Company shall use its reasonable best efforts to ensure that Executive is elected and re-elected as a director of the Company, and Executive agrees to serve in such capacity without additional compensation. (b) Executive shall report directly and exclusively to the Board and Company’s Chief Executive Officer, and, other than the Company’s Chief Executive Officer, no other executive officer shall be appointed with authority over the business operations of the Company superior to that of Executive. (c) The Executive shall perform such services and duties for the Company as are customarily performed by an executive in Executive’s position at a business such as the Company’s business and as the Board of Directors may assign or delegate to him from time to time. Executive shall devote his full business knowledge, skill, time and reasonable best efforts exclusively to the performance of his duties for the Company and the promotion of its interests; provided, however, that Executive shall be entitled to (i) engage in civic and charitable activities, (ii) manage passive personal investments, and (iii) with the consent of the Board of Directors (which shall not be unreasonably withheld), serve on the board of directors of corporations not in competition with the Company; provided further that none of the foregoing activities shall, individually or in the aggregate, interfere with Executive’s ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive’s principal office shall be in the Company’s Atlanta, Georgia headquarters, provided that Executive acknowledges that Executive’s duties hereunder shall be performed performed, from time to time, at the Company’s New York, New York headquarters or at such other place or places as the interests, needs, businesses or opportunities of the Company shall require, including with respect to duties as Chief Executive Officer of the Board may determine from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company’s corporate headquarters, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive’s duties under this AgreementSouth Region.

Duties and Extent of Service. (a) During As Chief Business and Strategy Officer of the TermCompany, Executive shall serve as you will report directly to the President and Chief Executive Officer and President of the Company and(the “Supervising Officer”) and you will have responsibility for performing those duties as are customary for, in additionand are consistent with, in such other executive capacity or capacities for your position with the Company, as may be commensurate with Executive’s seniority and experience and well as determined by those duties as the Company’s Supervising Officer or the Board of Directors of the Company (the “Board”) may designate which are consistent with such position. Your first date of employment shall be November 22, 2021 (“Hire Date”), which initially shall be on a part-time basis (50% time) and converting to a full-time basis effective as of December 1, 2021. During Your primary working location shall initially be your home; provided that if the TermCompany were to establish an office no more than a 50-mile radius from the address set forth above, the Company shall use its be entitled to designate such location as your primary working location. Subject to the terms of this Agreement, the Company reserves the right to reasonably require you to perform your duties at places other than your primary working location from time to time and to require reasonable best business travel. You agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted by the Company (each to the extent provided to or made available to you in writing). Except for vacations and absences due to temporary illness, you will be expected to devote your full-time business efforts to ensure that Executive is re-elected as a director the business and affairs of the Company. Notwithstanding the foregoing, and Executive agrees to serve you may participate in such capacity without additional compensation. (b) Executive shall report directly and exclusively outside charitable, civic, educational, professional, community or industry activities to the Board and no other executive officer shall be appointed extent such activities do not individually or in the aggregate materially interfere with authority over the business operations performance of the Company superior your duties to that of Executive. (c) Executive shall perform such services and duties for the Company as are customarily performed by provided in this Agreement or create an executive in Executive’s position at a business such as actual or potential conflict of interest with the Company’s business and as the Board may assign or delegate to him from time to time. Executive shall devote his full business knowledge, skill, time and reasonable best efforts exclusively to the performance of his duties for the Company and the promotion of its interestsbusiness; provided, howeverfurther, that Executive your service on any outside boards (whether for profit or non-profit) shall be entitled to (i) engage in civic and charitable activities, (ii) manage passive personal investments, and (iii) with require the prior written consent of the Board (Supervising Officer, which shall not be unreasonably withheld). The Company acknowledges and agrees that, serve on without the board necessity of directors of corporations not in competition with the Company; provided further that none of the foregoing activities shallaction, individually or in the aggregate, interfere with Executive’s ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive’s duties hereunder you shall be performed permitted to continue to serve as a Director at such place or places as the interestsSCYNEXIS, needsInc. and continue to perform consulting services for Lyndra Therapeutics through December 31, businesses or opportunities of the Company shall require2021. Xxxxxxxx Xxxxxxxx November 22, as the Board may determine from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company’s corporate headquarters, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive’s duties under this Agreement.2021