Common use of Duties and Extent of Services Clause in Contracts

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company (the "“Chief Executive Officer"”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's ’s position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, he shall serve as the senior-most executive responsible for one or more of the Company's brands and/or business units as he may be assigned from time to time. In such capacity, he shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerOfficer of the Company, the Chairman of the Board of Directors of the Company or the Board of Directors of the Company, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice Group President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice Group President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Board of Directors, Chairman of the Board or Chief Executive Officer or of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President a senior executive of the CompanyCorporation and, reporting to if elected, as a Director and the Chief Executive Officer Chairman of the Company (the "Chief Executive Officer") Board of Directors and, in such capacitycapacities, shall render such such, executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such position. B. positions. The Executive shall also be obligated to report only to the Board of Directors in connection with the performance of his duties and responsibilities hereunder. (b) The Executive shall serve as a Director of the Company if elected to such position in accordance with law and hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by Board of Directors of the Chief Executive OfficerCompany, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentChairman of the Board of Directors of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or of Directors of the appropriate committee thereof Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time an employee of the Company company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChairman of the Board of Directors, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) In connection with his employment hereunder, the Executive Officer or the Board may approve, such approval not shall continue to be unreasonably withheldaccorded such benefits and secretarial administrative support as heretofore have been and currently are being accorded to the Executive, including, but not limited to, the use at all times of office space and the furnishings currently contained therein. Upon his retirement, the Executive shall be entitled for the remainder of his life to continue to use his then existing office space and conference rooms as well as any not-for-profit organizations as to have continued secretarial administrative support. If the Company's executive offices should relocate to new corporate headquarters, the Executive may deem appropriateshall be entitled to receive comparable support services and office facilities, in terms of size and location, to those he then possesses.

Duties and Extent of Services. A. During (a) The Executive shall serve as Chief Executive Officer of the Employment TermCompany with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company’s Board of Directors (the “Board”). The positions of Chief Executive Officer and Chairman are the highest offices in the Company and all other employees and officers of the Company report directly to these positions unless they have been delegated. (b) Subject to the Company’s procedures for selection and removing Board members, the Executive shall serve as Senior Vice President a member of the Company, reporting to Board of Directors and Chairman of the Chief Executive Officer Board of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or or of any of the Company's subsidiaries or ’s subsidiaries, affiliates and managed entities as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice PresidentChairman and Chief Executive Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time devote the substantial majority of his business time, attention and efforts to his duties hereunder, except when necessary to fulfill his fiduciary obligations as an employee officer and board member of Gladstone Land Corporation, Gladstone Capital Corporation, Gladstone Commercial Corporation, and related entities, and such other entities as the Company and shall exclusively devote all business time and efforts faithfully and competently is engaged to serve as manager or advisor in the Company and future. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChairman and Chief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive’s obligations hereunder. (d) The Executive Officer or shall be required to live in the Board may approvegreater Washington, D.C. area in order to perform his duties hereunder. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder and agrees to undertake such approval not travel as part of his duties to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateCompany under the terms of this Agreement.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President and General Counsel of the Company, reporting to the Chief Executive Officer of the Company (the "“Chief Executive Officer"”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's ’s position as Senior Vice PresidentPresident and General Counsel. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice PresidentPresident and General Counsel, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the CompanyCompany from July 1, 2007 through June 30, 2008, reporting to the Chief Executive Officer of Officer, (or such other direct supervisor as determined by the Company (the "Chief Executive Officer"Officer from time to time) and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with Officer (or the Executive's position as Senior Vice President’s direct supervisor if not the Chief Executive Officer) or the Board of Directors . The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice Group President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer (or the Executive’s direct supervisor if not the Chief Executive Officer) or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice the President of the Company, reporting to the and Chief Executive Officer of the Company (the "Chief Executive Officer") Company, and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. The Executive shall only be required to report (i) to the Company's Chairman so long as Xxxxxxx X. Xxxxxx continues to serve in such capacity, and (ii) directly to the Board of Directors. B. (b) The Executive shall serve as a Director of the Company if elected to such position and shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors of the Company, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentPresident and Chief Executive Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or of Directors of the appropriate committee thereof Company shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident and Chief Executive Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may (i) serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer Board of Directors or Chairman of the Board of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as and (ii) devote such time to the Executive may deem appropriatemanagement of his personal investments that does not significantly or adversely impact the time spent on his duties for the Company.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President and Chief Operating Officer reporting to the Chief Executive Officer. The intention of the Company, reporting parties hereto is that the Executive will be the successor to the Chief Executive Officer of the Company (and, subject to the "Executive's performance of his duties for the Company and its subsidiaries and affiliates being satisfactory to the Board of Directors, such decision to succeed the Chief Executive Officer") andOfficer shall be made no later than July 1, in 2009 with effect no later than July 1, 2010. In such capacitycapacities, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerOfficer or the Board of Directors, provided that each such position shall be commensurate consistent with the Executive's his position as Senior Vice PresidentPresident and Chief Operating Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice President, President and Chief Operating Officer and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer (at the time Executive is not the Chief Executive Officer) or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Executive Vice President and General Counsel of the Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company, reporting to 's Board of Directors (the Chief "Board"). (b) The Executive Officer shall serve as a Director of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident if elected to such position, position in accordance with law and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Executive Vice PresidentPresident and General Counsel of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his full business time time, attention and efforts faithfully and competently to the Company and his duties hereunder. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Executive Vice PresidentPresident and General Counsel of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. Notwithstanding The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Not withstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) The Executive Officer shall not be required to relocate to Washington, D.C., to perform his duties hereunder, but acknowledges and agrees that he will be in Washington, D.C. to the extent necessary to perform his duties hereunder. Instead, the Company will provide, at its sole cost and expense, office space in or around the Board may approvecity of Philadelphia, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as from which the Executive may deem appropriate.will perform his duties under the terms of this Agreement. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder (including travel to Washington, D.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President Chief Operating Officer of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerOfficer of the Company, the Chairman of the Board of Directors of the Company or the Board of Directors of the Company, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentChief Operating Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChief Operating Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Board of Directors, Chairman of the Board or Chief Executive Officer or of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Executive Vice President of the Companyand Chief Financial Officer, reporting both to the President and Chief Executive Officer of and to the Company (the "Chief Executive Officer") and, in Chairman. In such capacity, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of her consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Executive Vice PresidentPresident and Chief Financial Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all her business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of her as Senior Executive Vice President, President and Chief Financial Officer and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to her hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the President and Chief Executive Officer or and Executive Chairman of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment Termperiod ending December 31, 2004, the Executive shall serve as Senior Vice Group President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, he shall serve as the senior-most executive responsible for one or more of the Company's brands and/or business units as he may be assigned from time to time. For the remainder of the Term of Employment, the Executive shall serve as Chief Operating Officer of the Company and In such capacity, he shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive OfficerOfficer of the Company, the Chairman of the Board of Directors of the Company or the Board of Directors of the Company, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentGroup President or Chief Operating Officer, as the case may be. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentGroup President or Chief Operating Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Board of Directors, Chairman of the Board or President and Chief Executive Officer or of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President of the CompanyPresident, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") Clinique Laboratories, Inc. and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, position and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's divisions, subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by Board of Directors of the Chief Executive OfficerCompany, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice President. , Clinique Laboratories, Inc. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its divisions, subsidiaries or affiliates, unless the Board of Directors (or the appropriate committee thereof Compensation Committee) of the Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-full time employee of the Company and shall exclusively devote all his business time and efforts faithfully to faithfully, competently and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice President, Clinique Laboratories, Inc., and in the other positions or offices of the Company or its divisions, subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations organizations) as the Board of Directors or Chief Executive Officer of the Company may deem appropriateapprove.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the CompanyCompany from July 1, 2007 through June 30, 2010, reporting to the Chief Operating Officer, (or such other direct supervisor as determined by the Chief Executive Officer of the Company (the "Chief Executive Officer"from time to time) and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with Operating Officer (or the Executive's position as Senior Vice President’s direct supervisor if not the Chief Operating Officer), the Chief Executive Officer or the Board of Directors. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice Group President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Operating Officer (or the Executive’s direct supervisor if not the Chief Operating Officer), the Chief Executive Officer or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Chief Executive Officer and President of the Company, Company reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") Board, and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions at comparable publicly traded corporations, and as the Company may, from time to time, reasonably require of her consistent with such positionpositions; provided, however, that the Company may appoint a separate President, subject to the Executive’s approval of the separation of the Chief Executive Officer and President positions and of the executive selected as President, which the Executive may not withhold unreasonably. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed to by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice PresidentChief Executive Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or of any of its subsidiaries or affiliates, unless the Board or the appropriate a committee thereof with authority to do so shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all her business time and efforts exclusively, faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of her as Senior Vice PresidentChief Executive Officer and President (as applicable), and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to her hereunder. Notwithstanding the foregoing provisions of this Sectionsection, nothing herein shall preclude Executive from participating as a non management director of the organizations listed on Schedule A hereto and the Executive may serve as a non-management director of such other business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Executive Vice President of the Company, reporting to the and Chief Executive Financial Officer of the Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "Chief Executive OfficerBoard") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position). B. (b) The Executive shall also serve as a Director of the Company if elected to such position in accordance with law and hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Executive Vice PresidentPresident and Chief Financial Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his full business time time, attention and efforts faithfully and competently to the Company and his duties hereunder. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Executive Vice PresidentPresident and Chief Financial Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) The Executive Officer shall not be required to relocate to Washington, D.C., to perform his duties hereunder, but acknowledges and agrees that he will be in Washington, D.C. to the extent necessary to perform his duties hereunder. Instead, the Company will provide, at its sole cost and expense, office space in or around the Board may approvecity of Minneapolis, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as from which the Executive may deem appropriate.will perform his duties under the terms of this Agreement. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder (including travel to Washington, D.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice (i) President of the Companyand Chief Executive Officer, reporting to the Chief Executive Officer Chairman subject to the control of the Company Board of Directors, and (ii) a member of the "Chief Board of Directors. In such capacities, the Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice PresidentPresident and Chief Executive Offficer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident and Chief Executive Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer or Board of Directors of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President Chief Operating Officer of the CompanyCompany from July 1, 2007 through June 30, 2009, reporting to the Chief Executive Officer of Officer, (or such other direct supervisor as determined by the Company (the "Chief Executive Officer"Officer from time to time) and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with Officer (or the Executive's ’s direct supervisor if not the Chief Executive Officer), or the Board of Directors consistent with his position as Senior Vice PresidentChief Operating Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChief Operating Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer (or the Executive’s direct supervisor if not the Chief Executive Officer), or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. During (a) The Executive shall serve as President and Chief Operating Officer of the Employment TermCompany with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "BOARD"). (b) Subject to the Company's procedures for selection and removing Board members, the Executive shall serve as Senior Vice President a member of the Company, reporting to the Chief Executive Officer Board of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with Directors and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentPresident and Chief Operating Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be devote the substantial majority of his business time, attention and efforts to his duties hereunder, except when necessary to fulfill his fiduciary obligations as a full-time employee member of the Company board of directors of Heads Up Systems and shall exclusively devote all business time and efforts faithfully and competently River Logic, which are expected to require no more than twenty percent (20%) of Executive's time. The Executive agrees that 1. he will not be employed by any other entity, or serve as Chairman of the Company and Board, co-Chairman of the Board, or non-executive Chairman of the Board of any other entity during the term of this Agreement, except as specified in the preceding sentence. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident and Chief Operating Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) The Executive Officer or shall be required to live within one hundred fifty (150) miles of the Board may approvegreater Washington, D.C. area in order to perform his duties hereunder. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder and agrees to undertake such approval not travel as part of his duties to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateCompany under the terms of this Agreement.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President Chief Executive Officer of the Company, reporting to the Chief Executive Officer Board of Directors of the Company (the "Chief Executive Officer") “Board”), and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by and the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's ’s position as Senior Vice PresidentChief Executive Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice PresidentChief Executive Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President of the CompanyGroup President, International, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in President & CEO. In such capacity, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice Group President, International. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice Group President, International, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer or President & CEO of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer Chairman of the Company (the "Chief Executive Officer") and, in such capacity, and shall render such executive, managerial, administrative or and other services as are customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. The Executive shall report to the Board of Directors of the Company (the “Board”). B. (b) The Company shall (i) nominate the Executive for re-election to the Board throughout the Term of Employment on each occasion during the Term of Employment when his term as a director is scheduled to expire, (ii) in all proxy and other materials recommend that shareholders vote in favor of Executive’s election as a director, (iii) not directly or indirectly oppose or withdraw support from Executive, and (iv) solicit proxies from shareholders authorizing the named proxy holders to vote in favor of Executive’s candidacy. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's ’s position as Senior Vice PresidentExecutive Chairman. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve approves such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his full business time and efforts faithfully and competently to the Company and shall diligently perform to duties required of him in the best of his or her ability all of the required duties as Senior Vice Presidentpositions described in this Section 2, and in the such other positions or offices of the Company or its subsidiaries or affiliates assigned hereunderas may be required of him hereunder consistent with such positions. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such one or more business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as organizations; provided, however, that the Executive may deem appropriatenot serve in such capacity with respect to more than two (2) organizations at any one time without the prior written approval of the Board.

Duties and Extent of Services. A. During (a) The Executive shall serve as Chief Executive Officer of the Employment TermCompany with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "BOARD"). The positions of Chief Executive Officer and Chairman are the highest offices in the Company and all other employees and officers of the Company report directly to these positions unless they have been delegated. (b) Subject to the Company's procedures for selection and removing Board members, the Executive shall serve as Senior Vice President a member of the Company, reporting to Board of Directors and Chairman of the Chief Executive Officer Board of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentChairman and Chief Executive Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be devote the substantial majority of his business time, attention and efforts to his duties hereunder, except when necessary to fulfill his fiduciary obligations as Vice Chairman of American Capital Strategies, Ltd., the managing member emeritus, through an affiliate, of Capital Investors, LLC, the owner and Chairman of B&G Xxxxx Corporation and a full-time employee member of the Company and shall exclusively devote all business time and efforts faithfully and competently board of directors of Capital Automotive REIT. The Executive agrees that he will not be employed by any other entity (except to serve as a compensated advisor to American Capital Strategies), or serve as Chairman of the Company and Board, co-Chairman of the Board, or non-executive Chairman of the Board of any other entity during the term of this Agreement, except as specified in the preceding sentence. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChairman and Chief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) The Executive Officer or shall be required to live in the Board may approvegreater Washington, D.C. area in order to perform his duties hereunder. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder and agrees to undertake such approval not travel as part of his duties to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateCompany under the terms of this Agreement.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President the Chief Executive Officer of the Company, reporting to Exela Technologies, Inc., the Chief Executive Officer sole member of the Company via its Executive Chairman (the "Chief “Executive Officer"Chairman”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. Unless reappointed to serve in such capacity, following the Executive’s ​ ​ becoming Chief Executive Officer of the Company as contemplated by this Agreement, Executive shall no longer serve as president of the Company or any of its affiliates. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice PresidentChairman. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliatesCompany, unless the Board or the appropriate committee thereof Compensation Committee shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice PresidentChief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board Chairman may approve, such approval not to be unreasonably withheld, as well as of any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Executive Vice President of the Company, reporting to the and Chief Executive Administrative Officer of the Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "Chief Executive OfficerBoard") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position). B. (b) The Executive shall also serve as a Director of the Company if elected to such position in accordance with law and hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Executive Vice PresidentPresident and Chief Administrative Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his full business time time, attention and efforts faithfully and competently to the Company and his duties hereunder. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Executive Vice PresidentPresident and Chief Administrative Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateExecutive's obligations hereunder.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, he shall serve as the senior-most executive responsible for one or more of the Company’s brands and/or business units as he may be assigned from time to time. In such capacity, he shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive OfficerOfficer of the Company, the Chairman of the Board of Directors of the Company or the Board of Directors of the Company, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice Group President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice Group President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Board of Directors, Chairman of the Board or President and Chief Executive Officer or of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. During (a) The Company shall employ the Employment TermEmployee, and the Executive Employee shall serve as Senior Vice President of be employed by the Company, reporting to the as its Chief Executive Officer Officer. The Employee shall perform such duties as are assigned or delegated to him by the Board of Directors of the Company (the "Chief Executive OfficerBoard") and). Without limiting the generality of the foregoing, the Employee shall, in such capacityconjunction with the President, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as be responsible for the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices management of the Company and/or of any overall business and operations of the Company's subsidiaries or affiliates as may from time , subject to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position supervision of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensationBoard. C. (b) The Executive Employee shall be a full-time employee devote substantially all of his business time, attention and energies to the business of the Company and shall exclusively devote all business time the performance of his responsibilities and efforts faithfully and competently to the Company duties and shall carry out such responsibilities and duties diligently perform and to the best of his or her ability abilities. The Employee recognizes that the Company is entering into this Agreement because of the Employee's expertise, skills, and talents and his agreement to devote all of the required duties as Senior Vice Presidentsuch expertise, skills, and talents to the tasks assigned him pursuant to this Agreement. The Employee agrees that he shall not engage in any other business activities of any kind which would give rise to a conflict of interest for the other positions or offices Employee with respect to his duties and obligations to the Company. (c) The Company agrees to nominate Employee to serve as a director of the Company or during the Term (as hereafter defined) and to use its subsidiaries or affiliates assigned hereunderreasonable efforts to cause Employee to be elected a director and be retained as a director throughout the Term. Notwithstanding the foregoing provisions foregoing, in the event that Employee should at any time during the Term not be a director, Employee shall be entitled to notice of this Section, all director meetings in the Executive may serve same manner as if he were a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as and shall have the Chief Executive Officer or the Board may approve, such approval not right to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateattend all director meetings.

Duties and Extent of Services. A. During Upon the Employment Termexecution of this Agreement and throughout its term, the Executive shall serve as Senior Vice President duties of the CompanyEmployee shall include, reporting but are not limited to the Chief Executive Officer following: (a) Provide managerial and executive support to the Corporation; (b) Provide marketing and sales support for the products of the Company Corporation; (c) Develop information to provide support for the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with development and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices distribution of the Company and/or of any products of the Company's subsidiaries or affiliates Corporation; (d) Support and development of sales leads as directed by the Corporation; (e) Such other duties and responsibilities as may from time to time be agreed assigned by the Executive Board or assigned by the Chief Executive Officer, provided that each such position shall be commensurate from time to time consistent with the ExecutiveEmployee's position status as Senior Executive Vice President. (f) Employee will work exclusively for the Corporation during the term of this Agreement. The Executive Employee shall not be entitled to any compensation other exert his best efforts and shall devote no less than the compensation provided greater of: (i) forty (40) hours per week, or (ii) the amount of time necessary for herein for serving during Employee to perform his duties with regard to the Employment Term business and affairs of the Corporation in accordance with this Agreement. During the term of this Agreement Employee shall not, directly or indirectly, alone or as a member of the partnership, or as an officer, director, shareholder, owner, agent or employee of any other office corporation, be engaged in or position concerned with any other compensable duties or pursuits whatsoever requiring his personal services without the prior written consent of the Company Corporation, which consent may be withheld for any reason or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunderfor no reason. Notwithstanding the foregoing foregoing, the provisions of this SectionSection 5 (f) shall not preclude the Employee from providing tax return and other accounting services for clients for whom he has provided such services during the prior 12 months, provided the Executive may serve as a non-management director Employee's provision of such business corporations (or accounting services does not adversely effect the performance of his duties hereunder in a like capacity in other for-profit organizations) as the Chief Executive Officer or sole opinion of the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateCorporation.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President EVP General Counsel of the CompanyCompany and/or its successors, reporting to the President and Chief Executive Officer of and the Company (the "Chief Executive Officer") and, in Chairman. In such capacity, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of her consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Executive Vice PresidentPresident and General Counsel. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all her business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of her as Senior Executive Vice President, President and General Counsel and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to her hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the President and Chief Executive Officer or and the Board Executive Chairman of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Executive Vice President President, Enterprise Marketing and Chief Data Officer of the CompanyCompany and/or its successors, reporting to the Chief Executive Officer of the Company (the "President and Chief Executive Officer") and, in . In such capacity, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of the Executive consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive OfficerOfficer or the Board of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Executive Vice President, Enterprise Marketing and Chief Data Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.of C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all their business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her their ability all of the duties required duties of them as Senior Executive Vice President, Enterprise Marketing and Chief Data Officer and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to their hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as organizations) subject to the Company’s Policy for employees serving on boards. (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Executive Vice President of the Company, reporting to the and Chief Executive Financial Officer of the Company (reporting to the "President and Chief Executive Officer") Officer and the Executive Chairman, and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, the Executive Chairman or the Executive's direct supervisor if not the Chief Executive Officer or Executive Chairman, or the Board of Directors, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Executive Vice President, Chief Financial Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time "at will" employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Executive Vice President, Chief Financial Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer Officer, the Executive Chairman or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President of the Company, reporting to the and Chief Executive Officer of the Company (reporting to the "Chief Executive Officer") Board of Directors, and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice PresidentPresident and Chief Executive Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident and Chief Executive Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer or Board of Directors of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice the President of ELII, a subsidiary of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such position.; B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by Board of Directors of the Chief Executive OfficerCompany, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentPresident of ELII. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or of Directors of the appropriate committee thereof Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-full time employee of the Company and shall exclusively devote all his business time and efforts faithfully to perform faithfully, competently and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident of ELII, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations or profit-making organizations) as the Board of Directors or Chief Executive may deem appropriateOfficer of the Company shall approve.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President of the Company, initially reporting to the Chief Executive Officer of the Company (the "“Chief Executive Officer"”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and position as the Company may, Executive shall be assigned from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Executive Vice President President, Chief Financial Officer of the Company, Company reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") , and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer or the Executive's direct supervisor if not the Chief Executive Officer, or the Board of Directors, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Executive Vice President, Chief Financial Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Executive Vice President, Chief Financial Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "Chief Executive OfficerBoard") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position). B. (b) The Executive shall also continue to serve as a Director of the Company if elected to such position in accordance with law and hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by Board of Directors of the Chief Executive OfficerCompany, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentChief Executive Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or of Directors of the appropriate committee thereof Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all substantially full business time time, attention and efforts faithfully and competently to his duties hereunder, except to the Company and extent specified below. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may make personal investments in, and may serve as a non-management director of such or non-employee officer of, business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) Company and Executive Officer or the Board may approve, such approval not agree that if they agree that Executive shall change primary responsibilities to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.become a substantially

Duties and Extent of Services. A. During (a) The Company shall employ the Employment TermEmployee, and the Executive Employee shall serve as Senior Vice President of be employed by the Company, reporting as its President. The Employee shall perform such duties as are assigned or delegated to him by the Chief Executive Officer Board of Directors of the Company (the "Chief Executive OfficerBoard") and). Without limiting the generality of the foregoing, the Employee shall, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated conjunction with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with responsible for the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position management of the Company or any overall business and operations of its subsidiaries or affiliatesthe Company, unless subject to the Board or supervision of the appropriate committee thereof shall specifically approve such additional compensationBoard. C. (b) The Executive Employee shall be a full-time employee devote substantially all of his business time, attention and energies to the business of the Company and shall exclusively devote all business time the performance of his responsibilities and efforts faithfully and competently to the Company duties and shall carry out such responsibilities and duties diligently perform and to the best of his or her ability abilities. The Employee recognizes that the Company is entering into this Agreement because of the Employee's expertise, skills, and talents and his agreement to devote all of the required duties as Senior Vice Presidentsuch expertise, skills, and talents to the tasks assigned him pursuant to this Agreement. The Employee agrees that he shall not engage in any other business activities of any kind which would give rise to a conflict of interest for the other positions or offices Employee with respect to his duties and obligations to the Company. (c) The Company agrees to nominate Employee to serve as a director of the Company or during the Term (as hereafter defined) and to use its subsidiaries or affiliates assigned hereunderreasonable efforts to cause Employee to be elected a director and be retained as a director throughout the Term. Notwithstanding the foregoing provisions foregoing, in the event that Employee should at any time during the Term not be a director, Employee shall be entitled to notice of this Section, all director meetings in the Executive may serve same manner as if he were a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as and shall have the Chief Executive Officer or the Board may approve, such approval not right to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateattend all director meetings.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the CompanyCompany from July 1, 2008 through June 30, 2011, reporting to the President and Chief Operating Officer(or such other direct supervisor as determined by the Chief Executive Officer of the Company (the "Chief Executive Officer"from time to time) and, in such capacity, the Executive shall be responsible for the Company’s International Division, which includes sales and marketing conducted by the Company’s subsidiaries and affiliates outside of the United Sates and Canada and in the travel retail channel globally and shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionposition , and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive Officer, provided that each such position shall be commensurate with Operating Officer (or the Executive's position as Senior Vice President’s direct supervisor if not the President and Chief Operating Officer) or the Board of Directors. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice President, Group President and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the President and Chief Executive Operating Officer (or the Executive’s direct supervisor if not the President and Chief Operating Officer) or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President of the CompanyPresident, reporting to the Chief Executive Officer of the Company Xxxxx Xxxxxx (the "Chief Executive Officer"USA & Canada) and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, position and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's divisions, subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by Board of Directors of the Chief Executive OfficerCompany, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice President, Xxxxx Xxxxxx (USA & Canada). The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its divisions, subsidiaries or affiliates, unless the Board of Directors (or the appropriate committee thereof Compensation Committee) of the Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-full time employee of the Company and shall exclusively devote all his business time and efforts faithfully to faithfully, competently and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice President, Xxxxx Xxxxxx (USA & Canada), and in the other positions or offices of the Company or its divisions, subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations organizations) as the Board of Directors or Chief Executive Officer of the Company may deem appropriateapprove.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall serve as the senior-most executive responsible for one or more of the Company’s brands and/or business units as he may be assigned to from time to time reporting to the Chief Executive Officer. In such capacity, he shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. Executive’s initial appointment hereunder shall be as Group President for the Global Clinique and Origins brands, as well as oversight of the Company’s corporate on-line activities, provided that any subsequent additional appointments shall be at least commensurate in status and responsibility with the foregoing. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerOfficer of the Company, the Chairman of the Board of Directors of the Company or the Board of Directors of the Company, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice PresidentGroup President of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentGroup President of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Board of Directors, Chairman of the Board, or Chief Executive Officer or of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chairman and Chief Executive Officer of the Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "Chief Executive OfficerBoard") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position). B. (b) The Executive shall also serve as a Director of the Company and hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentChairman and Chief Executive Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The executive shall devote the substantial majority of his business time, attention and efforts to his duties hereunder, except when necessary to fulfill his fiduciary obligations as Chairman of U.S. Office Products Company, non-executive chairman of U.S.A. Floral Products, Inc., non- executive chairman of U.S. Leasing, Inc. and an investor or director in Unison Partners, Inc. The Executive shall agrees that he will not be a full-time employee employed by any other entity or serve as Chairman of the Company and shall exclusively devote all business time and efforts faithfully and competently to Board, co-Chairman of the Company and Board, or non- executive Chairman of the Board of any other entity during the term of this Agreement, except as specified in the preceding sentence. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentChairman and Chief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateExecutive's obligations hereunder.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall serve as the senior-most executive responsible for one or more of the Company's brands and/or business units as he may be assigned to from time to time reporting to the Chief Executive Officer. In such capacity, he shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. Executive's initial appointment hereunder shall be as Group President for the Global Clinique and Origins brands, as well as oversight of the Company's corporate on-line activities, provided that any subsequent additional appointments shall be at least commensurate in status and responsibility with the foregoing. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerOfficer of the Company, the Chairman of the Board of Directors of the Company or the Board of Directors of the Company, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentGroup President of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentGroup President of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Board of Directors, Chairman of the Board, or Chief Executive Officer or of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Group President of the Company, Company reporting to the Chief Executive Officer of the Company (the "President and Chief Executive Officer") , and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive Officer or the Executive’s direct supervisor if not the President and Chief Executive Officer, or the Board of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice Group President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice Group President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the President and Chief Executive Officer (or the Executive’s direct supervisor if not the President and Chief Executive Officer) or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President of the CompanyPresident, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") Clinique Laboraatories, Inc. and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, position and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's divisions, subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by Board of Directors of the Chief Executive OfficerCompany, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice President. , Clinique Laboratories, Inc. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its divisions, subsidiaries or affiliates, unless the Board or of Directors of the appropriate committee thereof Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-full time employee of the Company and shall exclusively devote all his business time and efforts faithfully to faithfully, competently and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice President, Clinique Laboratories, Inc. and in the other positions or offices of the Company or its divisions, subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations organizations) as the Board of Directors or Chief Executive Officer of the Company may deem appropriateapprove.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the and Chief Executive Officer of the Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Board of Directors (the "Chief Executive OfficerBoard") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position). B. (b) The Executive shall also serve as a Director of the Company if elected to such position in accordance with law and hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentPresident and Chief Executive Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his full business time time, attention and efforts faithfully and competently to the Company and his duties hereunder. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident and Chief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateExecutive's obligations hereunder.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President Executive Chairman of the Company, Company reporting to the Chief Executive Officer Board of the Company (the "Chief Executive Officer") Directors, and, in such capacity, shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require of him consistent with such position. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive OfficerBoard of Directors o, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice PresidentExecutive Chairman. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentExecutive Chairman, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Executive Officer or Board of Directors of the Board Company may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as . (d) The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment Term, the Executive shall serve as Senior Vice President of the Company's mechanical and electrical group with such duties and responsibilities as are consistent with such positions, reporting and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's President and Chief Executive Officer (the "CEO"). (b) The Executive shall serve as a Director of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident if elected to such position, position in accordance with law and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerCEO, provided that each such position shall be commensurate with the Executive's position standing in the business community as Senior Vice PresidentPresident of the Company's mechanical and electrical group. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof CEO shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his full business time time, attention and efforts faithfully and competently to the Company and his duties hereunder. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Vice PresidentPresident of the Company's mechanical and electrical group, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade, or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateExecutive's obligations hereunder.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice PresidentPresident and Chief Financial Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice PresidentPresident and Chief Financial Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) Duties and Extent of Service. During the first fifteen months of the Employment Term, the Executive Employee shall serve in the position of Executive Vice President and Practice Leader for Caliber, reporting to ICF’s Chief Operating Officer and shall have such authority and perform such executive duties as Senior 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 ICF Consulting with responsibilities as determined by ICF’s 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 Company, reporting to the Chief Executive Officer sixteenth through twenty fourth months of the Company (the "Employment Term, Employee shall report to ICF’s Chief Executive Operating Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such positionhis or her designee, and shall have such authority and perform such duties as are commensurate with the Company maydefined position. Employee shall use reasonable efforts to serve Employer faithfully, diligently and competently. In addition, Employee will hold such other offices in Employer (or any affiliates of Employer) to which he may be elected, appointed or assigned from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officerwhich he has consented, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently discharge the duties related to the Company and shall diligently perform to such offices. To the best of his ability during the Employment Term, Employee agrees to devote his full and exclusive business time, skill, attention and energy diligently and competently to perform the duties and responsibilities assigned to him hereunder or her ability all pursuant hereto, provided he may manage personal investments, and, with the consent of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval Employer which shall not to be unreasonably withheld, as well as any not-for-profit organizations serve on civic or charitable boards. Employee shall be available to travel as the Executive may deem appropriatereasonable needs of the business require.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President Chief Executive Officer of the Company, reporting to the Chief Executive Officer Board of Directors of the Company (the "Chief Executive OfficerBoard") ), and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by and the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position as Senior Vice PresidentChief Executive Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice PresidentChief Executive Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. During (a) The Executive shall serve as Executive Vice President and Chief Investment Officer of the Employment TermCompany with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of his ability, under the direction and supervision of the Company's Chief Executive Officer (the "CEO"). (b) Before signing this agreement the Executive will resign as a member of the board of directors of the Company. At such time as the board has sufficient independent members and subject to the Company's procedures for selecting Board members, the Executive shall be elected to serve as Senior Vice President a member of the Company, reporting to Board of Directors. In addition the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also will hold such other positions and executive offices of the Company and/or or of any of the Company's subsidiaries or affiliates as may from time to time be agreed authorized by the Executive or assigned by the Chief Executive OfficerBoard, provided that each such position shall be commensurate with the Executive's position standing as Senior Executive Vice PresidentPresident and Chief Investment Officer of the Company. The Company shall complete the addition of sufficient independent directors as soon as practical. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term as a Director of the Company or in any other office or position of the Company Company, or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall have specifically approve approved such additional compensation. Should the Executive become an executive, investment officer or take on any similar or higher officer position with any entity affiliated with or related to the Company (and thereby not be in a position to fulfill his duties to the Company under this Agreement), then the Executive shall be released from all obligations under this Agreement, and contemporaneously therewith, enter into a simple agreement assuring the Executive a position as a minor officer of the Company (e.g., Assistant Secretary) in order to retain the stock options set out in Section 3(c) below. C. (c) The Executive shall devote substantially all of his business time, attention and efforts to his duties hereunder. The Executive agrees that he will not be a full-time employee employed by any other entity, or serve as Chairman of the Company and shall exclusively devote all business time and efforts faithfully and competently to Board, co-Chairman of the Company and Board, non-executive Chairman of the Board or officer of any other entity during the term of this Agreement, except as authorized by the CEO in writing. The Executive shall diligently perform to the best of his or her ability all of the duties required duties of him as Senior Executive Vice PresidentPresident and Chief Investment Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate as a General Partner of Patriot Capital, LLC (and as a member of the investment committee of Patriot Capital) and may participate in charitable, civic, political, social, trade or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) so long as it does not materially interfere with the Chief Executive's obligations hereunder. (d) The Executive Officer or shall be required to live in the Board may approvegreater Washington, D.C. area in order to perform his duties hereunder. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder and agrees to undertake such approval not travel as part of his duties to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriateCompany under the terms of this Agreement.

Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company (the "“Chief Executive Officer"”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position. B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's ’s position as Senior Vice PresidentPresident and Chief Financial Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice PresidentPresident and Chief Financial Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice the President of the Company, reporting to the and Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacitycapacities, shall render such executive, managerial, administrative or and other services as customarily are associated with and the incident to such positionpositions, and as the Company may, from time to time, reasonably require of him consistent with such positionpositions. It is also intended that the Executive shall serve during the Term as Chairman of the Board of Directors of the Company. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed determined by the Executive or assigned Board of Directors of the Company and agreed to by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or of Directors of the appropriate committee thereof Company shall have specifically approve approved such additional compensation. C. (c) The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully to fulfilling the duties required of him as Chairman, President and competently to the Company and shall diligently perform to the best of his or her ability all Chief Executive Officer of the required duties as Senior Vice PresidentCompany, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned required of him hereunder. Notwithstanding the foregoing provisions of this SectionSection 2(c), the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations or profit-making organizations) as the Executive may deem appropriateBoard of Directors of the Company (the "Board") shall approve.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice President Group President, International of the CompanyCompany and/or its successors, reporting to the Chief Executive Officer of the Company (the "President and Chief Executive Officer") and, in . In such capacity, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of the Executive consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive OfficerOfficer or the Board of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice Group President, International. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all their business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her their ability all of the duties required duties of them as Senior Vice Group President, International and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to their hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as organizations) subject to the Company’s Policy for employees serving on boards. (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

Duties and Extent of Services. A. (a) During the Employment TermTerm of Employment, the Executive shall serve as Senior Vice Executive Group President of the CompanyCompany and/or its successors, reporting to the Chief Executive Officer of the Company (the "President and Chief Executive Officer") and, in . In such capacity, the Executive shall render such executive, managerial, administrative or and other services as customarily are associated with and incident to such positionpositions, and as the Company may, from time to time, reasonably require of the Executive consistent with such positionpositions. B. (b) The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's ’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the President and Chief Executive OfficerOfficer or the Board of Directors, provided that each such position shall be commensurate with the Executive's position ’s standing in the business community as Senior Vice Executive Group President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation. C. (c) The Executive shall be a full-time “at will” employee of the Company and shall exclusively devote all their business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her their ability all of the duties required duties of them as Senior Vice President, Executive Group President and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to their hereunder. Notwithstanding the foregoing provisions of this Sectionsection, the Executive may serve as a non-non- management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as organizations) subject to the Company’s Policy for employees serving on boards. (d) The Executive shall comply with the Company's stock ownership guidelines applicable to the Executive as they may deem appropriatebe implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.