Common use of Duties and Powers Clause in Contracts

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Chairman and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. Employee shall devote his reasonable best efforts, energies and abilities to the 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 and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that his duties and responsibilities 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 in 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee as defined in Section 2.a. above, the Executive will serve as in the Company's Chairman and Chief Executive Officer, position described in Section 2.b. above and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, authorities and will render such services of an executive and administrative charactercharacter reasonably consistent with his title as shall be reasonably directed by the Board, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Company, strategic plans and operating and capital budgets of the Company as developed by the Company's board of directors (Executive and the "Board and approved by the Board") shall from time to time direct. Employee Executive shall devote his reasonable Executive's best efforts, energies and abilities and Executive's full business time, skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. (b) Employee . Executive acknowledges that his Executive's duties and responsibilities will require his concentrated Executive's full-time business efforts and agrees that during the Employment Period he Executive 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 EmployeeExecutive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 2 shall be deemed to prohibit Employee Executive 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 making Permitted Investments (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereofSection 6.b. below), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else attending to his interests in this Agreement to the contrary, the parties agree and acknowledge Latin Broadband; provided 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 shall not materially interfere with any of Employee's other obligations to detract from the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, 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 EmployeeExecutive'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 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 Boardobligations under this Agreement, which consent duties and obligations shall not be unreasonably withheld, change his personal residence from have priority over the Greater Cincinnati, Ohio SMSA AreaExecutive's interests in Latin Broadband.

Duties and Powers. (a) During the Employment Periodperiod of Employee’s employment hereunder, Employee will serve as the Company's Chairman ’s President and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's ’s board of directors (the "“Board"”) shall from time to time direct. Employee shall devote his reasonable best efforts, energies and abilities to the 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 and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period period of Employee’s employment hereunder 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 ’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 in Regulation 14(A) 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 (3%) 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 additional boards of directors during the Employment Period period of Employee’s employment hereunder and volunteer his service to charitable, 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 ’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 benefit of Employee. (c) The parties hereto agree that none of Employee's ’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment PeriodPeriod (as defined below), Employee will serve as the Company's Chairman and Chief Executive Officer, Officer of the Company and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companiesauthorities, and will render such services of an executive and administrative character, and character or act in such other executive capacity for the Company, Company and its affiliates as shall from time to time be reasonably directed by the Company's board of directors (the "Board") shall from time to time director Chairman reasonably consistent with Employee's role as Chief Executive Officer of the Company. Employee shall devote his reasonable Employee's best efforts, energies and abilities and Employee's full business time, skill and attention to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, Employee to the best of his Employee's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) its affiliates. Employee acknowledges that his Employee's duties and responsibilities will require his concentrated Employee's full-time business efforts and agrees that during the Employment Period he Employee 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; hereunder, provided, however, that nothing in this Section 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 making Permitted Investments (as such term defined below). Without limiting the foregoing, it is defined in 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 understood that Employee currently serves as a member of the may engage in civic and board of directors of National Grange Insurance Company and affiliates, and may continue to do so throughout the Employment Period activities so long as such activities do not materially interfere with his obligations hereunder in any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere material respect or conflict with the performance other provisions of Employee's duties hereunder and so long as such activities are not rendered for a competitor of this Agreement, including without limitation 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 benefit of EmployeeRestrictive Covenants. (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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Periodperiod of Employee’s employment hereunder, Employee will serve as the Company's Chairman ’s Executive Vice President and Chief Executive Financial Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's ’s board of directors (the "“Board"”) shall from time to time direct. Employee shall devote his reasonable best efforts, energies and abilities to the 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 and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period period of Employee’s employment hereunder 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 ’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 in Regulation 14(A) 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 (3%) 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 additional boards of directors during the Employment Period period of Employee’s employment hereunder and volunteer his service to charitable, 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 ’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 benefit of Employee. (c) The parties hereto agree that none of Employee's ’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee the Executive will serve as in the Company's Chairman and Chief Executive Officer, capacity described above and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, authorities and will render such services of an executive and administrative charactercharacter reasonably consistent with his title as shall be reasonably directed by the Board, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Company, strategic plans and operating and capital budgets of the Company as developed and approved by the Company's board of directors (the "Board") shall from time to time direct. Employee The Executive shall devote his reasonable the Executive's best efforts, energies and abilities and the Executive's full business time, skill and attention to the business and affairs of the Company and such of its subsidiaries and affiliates as are specified by the Company. Employee The Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. (b) Employee . The Executive acknowledges that his the Executive's duties and responsibilities will require his concentrated the Executive's full-time business efforts and agrees that during the Employment Period he the Executive 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 Employeethe Executive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 2 shall be deemed to prohibit Employee the Executive 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 making Permitted Investments (as such term is defined in Regulation 14(ASection 6.b. below) promulgated or attending to such charitable and/or civic activities as are deemed appropriate by the Executive; provided that such activities shall not detract from the Executive's duties and obligations 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 corporationthis Agreement. Notwithstanding the foregoing or anything else in this Agreement The Executive shall report to the contraryChief Operating Officer, Chief Executive Officer and the parties agree and acknowledge that Employee currently serves as a member Board 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 Directors 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 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 inconsistencies shall be resolved in reverse order of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Areapriority.

Duties and Powers. (a) During the Employment PeriodTerm, Employee the Executive will serve as in the Company's Chairman and Chief Executive Officer, position described in Section 2 above and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, authorities and will render such services of an executive and administrative charactercharacter not inconsistent with those normally given to a Chairman and Chief Executive Officer of a public corporation, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Companybusiness plan and capital budgets of the Company to be developed by the Executive and the Board and to be approved by the Board, as the Company's board of directors (the "Board") shall from time to time directon or before August 30,2003. Employee Executive shall devote his reasonable Executive's best efforts, energies and abilities and Executive's to full business time, skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. (b) Employee . Executive acknowledges that his Executive's duties and responsibilities will require his concentrated Executive's full-time business efforts and agrees that during the Employment Period he Executive 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 EmployeeExecutive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 3 shall be deemed to prohibit Employee from Executive from: (i) serving as a director or officer or both of such not-for-profit corporations as he may desire, joining and participating in such committees for community or national affairs as he may select and joining and serving on business corporation boards of directors and engaging in other activities; or (ii) 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 Executive and its associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereofAct), collectively, and the Executive's affiliates collectively do not own more than an aggregate of three five 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment PeriodTerm, Employee the Executive will serve as in the Company's Chairman and Chief Executive Officer, position described in Section 2 above and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companiesauthorities, and will render such services of an executive and administrative charactercharacter not inconsistent with those normally given to an executive of a a subsidiary of a public corporation, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Company, as business plan and capital budgets of BEC to be developed by the Company's board Executive and the Board of directors Directors of the Company (the "“Board"”) shall and to be approved by the Board and Executive from time to time. There shall not be a specific “time directrequirement” for performing the duties defined herein. Employee Subject to the limitations set forth in this Agreement, Executive shall devote his reasonable Executive's best efforts, energies and abilities abilities, and skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to the best interests all of the Company. (b) Employee acknowledges employment policies of the Company that his duties and responsibilities will require his concentrated business efforts and be created. Executive agrees that during the Employment Period he Executive 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 EmployeeExecutive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 3 shall be deemed to prohibit Employee from Executive from: (i) serving as a director or officer or both of such not-for-profit corporations as he may desire, joining and participating in such committees for community or national affairs as he may select and joining and serving on business corporation boards of directors or as an officer or both and engaging in other activities; (ii) investing in the stock of or any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his Executive and its associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereofAct), collectively, and the Executive's affiliates collectively do not own more than an aggregate of three five (5%) percent of the stock of such corporation. Notwithstanding the foregoing , or anything else (iii) engaging in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member any of the board of directors of National Grange Insurance Company and affiliatesactivies described in Schedule A, and may continue to do so throughout including ownership interests in the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. companies referenced in Schedule A. In addition, Employee may serve on additional boards of directors during the Employment Period Executive shall be entitied to attend all Board and volunteer his service Committee meetings, and will have access to charitable, 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 information provided to the benefit of EmployeeBoard. (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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Chairman Senior Vice President and Chief Executive Financial Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. Employee shall devote his reasonable best efforts, energies and abilities to the 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 and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that his duties and responsibilities 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 in Regulation 14(A) 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Chairman and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. Employee shall devote his reasonable best efforts, energies and abilities to the 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 and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that his duties and responsibilities 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 in Regulation 14(A) 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Vice Chairman and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, of the Board of Directors and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the 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 and in a manner he reasonably believes to be in and not opposed to the best interests of the Company.. 2 (b) Employee acknowledges that his duties and responsibilities 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 in 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater CincinnatiOld Brookville, Ohio New York SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee the Executive will serve as in the Company's Chairman and Chief Executive Officer, capacity described above and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, authorities and will render such services of an executive and administrative character, and act in such other executive capacity for character reasonably consistent with his title as shall be reasonably directed by the Company, as Board of Directors of the Company's board of directors Company (the "Board") shall from time to time direct), all in accordance with the terms and conditions of this Agreement and the strategic plans and operating and capital budgets of the Company as developed and approved by the Board. Employee The Executive shall devote his reasonable the Executive's best efforts, energies and abilities and the Executive's full business time, skill and attention to the business and affairs of the CompanyCompany and such of its affiliates as are specified by the Board. Employee The Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. (b) Employee . The Company acknowledges that his duties and responsibilities 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 in 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 Executive currently serves as a member of the board Board of directors 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 companies other obligations to the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, 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 than that of the Company, provided that those companies do not Compete in the Business with the Company. Any The Executive agrees that during any given month, such activities will not consume more than two business days Nothing in this Section 2 shall be deemed to prohibit the Executive from making Permitted Investments (as defined in Section 6.b. below) or attending to such charitable and/or civic activities as are deemed appropriate by the Executive; provided that such activities shall not detract from the Executive's duties and obligations under this Agreement. The Executive shall report to the Board and will work with any and all fees or remuneration paid Company senior executives on an "as needed basis," as deemed appropriate by the Executive, with respect to Employee in consideration activities of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him toa strategic nature, such as corporate development projects, capital raising, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.certain business development initiatives

Duties and Powers. (a) During the Employment PeriodTerm, Employee will serve Executive agrees as the Company's Chairman and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time follows: to time direct. Employee shall devote his reasonable best efforts, energies full and abilities exclusive business time and attention to the business of Employer (excluding reasonable vacations consisting of twenty (20) working days per year and affairs of the Company. Employee shall sick leave in accordance with Employer's policy consistent with his position); to perform the all duties in a professional and carry out the responsibilities assigned prudent manner; to him, to devote the best of his abilityskill, energy, experience and judgment to such duties; and to communicate to Employer suggestions, ideas or information that may be helpful to Employer in a diligent, trustworthy its business. Executive shall have all the powers and businesslike manner for the purpose of advancing the business agrees to perform all of the Company duties associated with his position as President, Chief Executive Officer and in a manner he reasonably believes to be in and not opposed to the best interests Chairman of the Company. (b) Employee acknowledges that his duties Board of Employer, subject to such policies and responsibilities will require his concentrated business efforts and guidelines as may be established by Employer. Executive agrees that during the Employment Period he will not to engage directly or indirectly in any other business activity or have own any business pursuits or interests which materially interfere or interest that would conflict with the interests of Employer or would interfere with his responsibilities to Employer and the performance of Employee's his duties hereunder or which compete directly with the Companyhereunder; provided, however, nothing that: (i) passive investments in this Section 1.2 less than 5 % of the outstanding securities of public companies, the ownership of which does not violate any conflicts of interest policy adopted by Employer and does not conflict with Employer's activities, shall not be deemed to prohibit Employee from investing violate this provision; (ii) Executive may engage in activities involving charitable, educational, religious and similar types of organizations, speaking engagements and similar type activities to 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 extent that such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, other activities do not own more than an aggregate detract from the performance by Employee of three percent his duties and obligations hereunder; and (iii) Executive may serve as a non-executive member of the stock Board of such corporation. Notwithstanding the foregoing or anything else in this Agreement Directors of up to the contrary, the parties agree and acknowledge three corporations (it being acknowledged that Employee Executive currently serves as a member of the board Board of directors Directors of National Grange Insurance Company American Woodmark Corporation, Bauex Xxx. and affiliates, and may continue to do so throughout the Employment Period so long as Home Fragrance Holdings) provided that such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with detract from the performance by executive of Employee's his 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 benefit of Employeeobligations hereunder. (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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee the Executive will serve as in the Company's Chairman and Chief Executive Officer, capacity described above and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, authorities and will render such services of an executive and administrative charactercharacter reasonably consistent with his title as shall be reasonably directed by the Board, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Company, strategic plans and operating and capital budgets of the Company as developed and approved by the Company's board of directors (the "Board") shall from time to time direct. Employee The Executive shall devote his reasonable the Executive's best efforts, energies and abilities and the Executive's full business time, skill and attention to the business and affairs of the Company and such of its affiliates as are specified by the Company. Employee The Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. (b) Employee . The Executive acknowledges that his the Executive's duties and responsibilities will require his concentrated the Executive's full-time business efforts and agrees that during the Employment Period he the Executive 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 Employeethe Executive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 2 shall be deemed to prohibit Employee the Executive 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 making Permitted Investments (as such term is defined in Regulation 14(ASection 6.b. below) promulgated or attending to such charitable and/or civic activities as are deemed appropriate by the Executive; provided that such activities shall not detract from the Executive's duties and obligations 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 corporationthis Agreement. Notwithstanding the foregoing or anything else in this Agreement The Executive shall report to the contrary, the parties agree and acknowledge that Employee currently serves as a member Board 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 additional boards of directors during the Employment Period and volunteer his service to charitable, 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 Directors 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 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 Board, which consent shall not be unreasonably withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA Area.