Common use of Duties and Powers Clause in Contracts

Duties and Powers. During the Employment Period (as defined herein), Employee shall serve as Chief Executive Officer of the Company and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company and as the Executive Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct. Employee shall devote Employee’s time and attention to the Business of the Company on a flexible time that meets the personal schedule of the Employee and shall use best efforts to faithfully carry out Employee’s duties and responsibilities hereunder. During the Employment Period (as defined herein), Employee may serve on charitable and civic boards, subject to the prior approval of the Executive Chairman, which approval shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment Period.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as Chief Executive Officer of the Company Company's President, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company's board of Directors of the Company directors (the “"Board”") shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. In addition, Employee may serve on charitable boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee's employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as the Company’s Executive Vice President and Chief Executive Officer of the Company Financial Officer, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company’s board of Directors of the Company directors (the “Board”) shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee acknowledges that his duties and shall use best responsibilities will require his concentrated business efforts to faithfully carry out and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee’s duties and responsibilities hereunder. During hereunder or which compete directly with the Employment Period Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. In addition, Employee may serve on charitable boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee’s duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee’s employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as the Company’s President and Chief Executive Officer of the Company Officer, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company’s board of Directors of the Company directors (the “Board”) shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee acknowledges that his duties and shall use best responsibilities will require his concentrated business efforts to faithfully carry out and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee’s duties and responsibilities hereunder. During hereunder or which compete directly with the Employment Period Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. In addition, Employee may serve on charitable boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee’s duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee’s employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as the Company's Senior Vice President and Chief Executive Officer of the Company Financial Officer, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company's board of Directors of the Company directors (the “"Board”") shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. In addition, Employee may serve on charitable boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee's employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as the Company's Chairman and Chief Executive Officer of the Company Officer, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company's board of Directors of the Company directors (the “"Board”") shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member of the board of directors of National Grange Insurance Company and affiliates, and may continue to do so throughout the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on charitable additional boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. During the Employment Period (as defined herein), Employee shall serve as Chief Executive Officer Senior Vice President, Global Business Development of the Company. Employee shall be responsible for account development for the following: (a) the Company and will its direct (first tier), wholly-owned subsidiaries as of the Effective Date, except [*] and [*]; (b) the direct (first tier), majority-owned subsidiaries of [*] as of the Effective date, except [*]; (c) the direct (first tier), majority owned subsidiaries of [*]; (d) [*] (other than its [*] business); (e) [*]; (f) [*]; (g) [*]; (h) [*] ; (i) [*]; and (j) [*] (all such companies being herein collectively referred to as the “Companies”). Employee’s [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. duties shall include but not be limited to supervision of the Companies’ sales and bids and contracts divisions. Employee shall have such other responsibilities, duties and authorityauthority for the Company, and will render such services for and in connection with the Company and its affiliates Company, as are customary in such position in a comparable company and as the Chief Executive Chairman or the Board Officer of Directors of the Company Pharmaceutical Product Development, Inc. (the “BoardPPD”) shall from time to time reasonably direct. Employee shall undertake such travel as may be required to perform the duties prescribed herein. During the term of this Agreement, Employee shall devote Employee’s time substantially all of his working time, attention and attention energies to the Business business of the Company on a flexible time that meets the personal schedule of the Employee and shall use best efforts to faithfully carry out Employee’s duties and responsibilities hereunder. During the Employment Period (as defined herein), Employee may serve on charitable and civic boards, subject to the prior approval of the Executive Chairman, which approval shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s any employee manual or handbook of the Company or PPD which sets set forth policies and procedures generally for applicable to employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment Period.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as Chief Executive Officer the Company's Vice Chairman of the Company and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company and as the Executive Chairman or the Board of Directors and will render services of an executive and administrative character, and act in such other executive capacity for the Company Company, as the Company's board of directors (the “"Board”") shall from time to time reasonably direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote Employee’s time his best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. 2 (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Employee may serve on charitable additional boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeOld Brookville, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodNew York SMSA Area.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as Chief Executive Officer of the Company Company's President, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company's board of Directors of the Company directors (the “"Board”") shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. In addition, Employee may serve on charitable boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. During the Employment Period (as defined herein), Employee shall serve as Chief Executive Officer of the Company and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company and as the Executive Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct. Employee shall devote Employee’s full business time and attention exclusively to the Business of the Company on a flexible time that meets the personal schedule of the Employee and shall use best efforts to faithfully carry out Employee’s duties and responsibilities hereunder. During the Employment Period (as defined herein), Employee may serve on charitable and civic boards, subject to the prior approval of the Executive Chairman, which approval shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment Period.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as the Company's Chairman and Chief Executive Officer of the Company Officer, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company's board of Directors of the Company directors (the “"Board”") shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member of the board of directors of National Grange Insurance Company and affiliates, and may continue to do so throughout the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on charitable additional boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee's employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.

Duties and Powers. (a) During the Employment Period (as defined herein)Period, Employee shall will serve as the Company's Chairman and Chief Executive Officer of the Company Officer, and will have such responsibilities, duties and authorityauthority as customarily held by executives in such a position in comparable companies, and will render such services for of an executive and in connection with the Company administrative character, and its affiliates as are customary act in such position in a comparable company and other executive capacity for the Company, as the Executive Chairman or the Board Company's board of Directors of the Company directors (the “"Board”") shall from time to time reasonably direct. Employee shall devote Employee’s time his reasonable best efforts, energies and attention abilities to the Business business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company on and in a flexible time that meets manner he reasonably believes to be in and not opposed to the personal schedule best interests of the Company. (b) Employee and shall use best efforts to faithfully carry out Employee’s acknowledges that his duties and responsibilities hereunder. During will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined hereinin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member of the board of directors of Capital Title Group, Inc. and of American Financial Group and their respective affiliates, and may continue to do so throughout the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on charitable additional boards of directors during the Employment Period and civic boardsvolunteer his service to charitable, subject business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee's employment hereunder shall inure to the prior approval benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Executive ChairmanBoard, which approval consent shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to change his personal residence from the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to timeGreater Cincinnati, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment PeriodOhio SMSA Area.