Common use of Duties and Responsibilities of Executive Clause in Contracts

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the Employers, will act in the best interests of the Employers and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof as well as whatever additional duties may be assigned to him by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employers. (b) Executive represents and covenants to the Employers that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his her full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his her duties and responsibilities. Executive’s 's duties will include those normally incidental to the positions set forth in Section 1 hereof position of Vice President and General Counsel as well as whatever additional duties may be assigned to him her by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), "BOARD") or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s 's duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit EXHIBIT A so long as such service does not materially interfere with the performance of Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he she is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his her duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its Affiliates (as defined below), will act in the best interests of the Employers Company and its Affiliates and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions position(s) set forth in Section 1 hereof above of as well as whatever additional duties may be assigned to him by any senior officers or by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI) from time to time. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, any senior officers and the Chief Executive Officer of MEIBoard, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person, entity or business concern without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees described in Exhibit A (except for boards or committees of a business organization that competes with an Employer Competing Business (as defined in any business in which the Employer is regularly engagedSection 10), which are listed on Exhibit A ) so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement. For purposes of this Agreement, as determined in the good faith opinion “Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with such specified person. For purposes of the Board definition of MEI “Affiliate”, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the Board terms “controlling” and “controlled” have correlative meanings. For the sake of MERIclarity, (2) manage personal investments, or (3) take vacation days Parent and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies its Subsidiaries and their affiliated entities are Affiliates of the EmployersCompany. (b) Executive expressly represents and covenants to the Employers Company that, other than as set forth in that certain Non-Competition Agreement by and among Executive, Phoenix Exploration Company, LP, Apache Corporation and Castex Energy Inc attached hereto as Annex 1, he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty as a fiduciary of the Company, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s 's duties will include those normally incidental to the positions set forth in Section 1 hereof position of Executive Vice President as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), "BOARD") or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s 's duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit EXHIBIT A so long as such service does not materially interfere with the performance of Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Vice President and Chief Financial Officer as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), ) or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s 's duties will include those normally incidental to the positions set forth in Section 1 hereof position of Vice President and Chief Exploration Officer as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), "BOARD") or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s 's duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit EXHIBIT A so long as such service does not materially interfere with the performance of Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his Executive’s full business time and attention during normal business hours to the business of the EmployersCompany and its Affiliates, will act in the best interests of the Employers as applicable, and will perform with due care his duties and responsibilitiesnot hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions set forth identified in Section 1 hereof 1, as well as whatever such additional duties as may be assigned to him Executive by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees EVA from time to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employerstime. (b) Executive represents and covenants to the Employers that he Executive is not the subject of or a party to any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty Company and its Affiliates fiduciary duties, including duties of loyalty care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company and its Affiliates under the common law. MEI The Parties acknowledge and MERI each acknowledge agree that Executive’s simultaneous employment with Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Employers Company and, in providing such services, Executive will not be considered a violation violating Executive’s obligations hereunder so long as Executive abides by the terms of any provision Sections 7, 8, and 9 below in the course of this Section 2performing such services.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s 's duties will include those normally incidental to the positions set forth in Section 1 hereof position of Chief Executive Officer and President as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”"BOARD"), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s 's duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit EXHIBIT A so long as such service does not materially interfere with the performance of Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Executive Vice President, Business Development as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) and Pattern Energy Group 2 LP (“PEG 2 LP”) pursuant to the Chief Executive Officer Amended and Restated Multilateral Management Services Agreement by and between the Company, PEG LP and PEG 2 LP dated as of MEIJune 16, 2017, and providing services to any of the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement, noncompetition covenantexcept as provided in Section 9. The Company represents and covenants that, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment PeriodPeriod (as defined in Section 1 hereof) and except as set forth below, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. . (b) Executive’s duties will include those normally incidental to the positions position of CFO (to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI CEO and Board”). If, in its sole and complete discretion, the Chief Executive Officer of MEICEO or the Board changes Executive’s title and/or Executive’s reporting responsibilities, the CEO or Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. c) Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, CEO and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Company; provided, that it shall not be a violation of this Agreement for Executive to (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined the CEO in the good faith opinion of the Board of MEI and the Board of MERIhis reasonable discretion shall determine, (2ii) manage personal investments, or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany. (bd) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) Executive acknowledges and agrees that Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, the any obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s 's duties will include those normally incidental to the positions set forth in Section 1 hereof position of Vice President as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), "BOARD") or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s 's duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit EXHIBIT A so long as such service does not materially interfere with the performance of Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Vice President as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), ) or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, excluding any periods of Disability as defined in this Agreement, vacation and sick leave to which Executive is entitled, Executive shall devote his Executive’s full time business time, attention and attention during normal business hours reasonable commercial efforts to the business of the EmployersCompany and, will act in as applicable, its direct or indirect subsidiaries (the best interests of Company and its direct or indirect subsidiaries are collectively referred to herein as the Employers and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof “Company Group”), as well as whatever additional duties may be assigned to him requested by the Board from time to time. In Executive’s capacity as President and CEO, Executive shall have the duties, responsibilities and authorities customarily associated with the positions of Directors President and CEO in a company the size and nature of MEI (the “MEI Board”)Company. Should Executive become CEO Emeritus and Founder, the Chief Executive Officer of MEI, he will have such authorities and responsibilities as the Board of Directors of MERI (the “MERI Board”)may reasonably assign and which are customarily associated with executive level duties. The Company acknowledges that Executive may, or the Chief Executive Officer of MERI. Executive agrees from time to cooperate fully with the MEI Boardtime, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s perform his duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of under this Agreement for Executive to (1) serve on corporate, civic, from his residence or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which other location away from the Employer is regularly engaged), which are listed on Exhibit A so long as Company’s offices provided such service alternate location does not materially interfere with impede the performance of Executive’s duties and responsibilities under this Agreement. Executive may, without violating this Agreement, (i) as determined a passive investment, own securities in such form or manner as will not require any significant services by Executive in the good faith opinion operation of the Board of MEI entities in which such securities are owned; (ii) engage in charitable and the Board of MERIcivic activities (including service on civic or charitable boards or committees); (iii) deliver lectures, (2) manage personal investments, fulfill speaking engagements or teach at educational institutions; or (3iv) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by with the general policies prior written consent of the EmployersBoard, engage in other personal activities and passive investment activities, in each case, so long as such interests or activities do not interfere with Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement and are not inconsistent with Executive’s obligations to the Company Group or competitive with the business of the Company Group. (b) Executive represents and covenants to the Employers that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the The obligations described in this Agreement are in addition to, and not in lieu of, the obligations fiduciary duties, including duties of loyalty and disclosure, Executive owes each member of the Employers Company Group under the statutory and common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his Executive’s full business time and attention during normal business hours to the business of the EmployersCompany and its Affiliates, will act in the best interests of the Employers as applicable, and will perform with due care his duties and responsibilitiesnot hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions set forth identified in Section 1 hereof 1, as well as whatever such additional duties as may be assigned to him Executive by the EVA GP Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees from time to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employerstime. (b) Executive represents and covenants to the Employers that he Executive is not the subject of or a party to any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty Company and its Affiliates fiduciary duties, including duties of loyalty care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company and its Affiliates under the common law. MEI The Parties acknowledge and MERI each acknowledge agree that Executive’s simultaneous employment with Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Employers Company and, in providing such services, Executive will not be considered a violation violating Executive’s obligations hereunder so long as Executive abides by the terms of any provision Sections 7, 8, and 9 below in the course of this Section 2performing such services.

Duties and Responsibilities of Executive. (a) During the Initial Term of Employment, Executive shall devote his services to the business of the Company on a full time basis and shall perform the duties and responsibilities assigned to him by the Board to the best of his ability and with reasonable diligence. During the Initial Term of Employment, the Executive shall report solely to the Board. (b) During the Final Term of Employment, Executive shall devote at least 40% of the amount of time typically spent by him on a weekly basis during the Initial Term of Employment to the business of the Company and shall perform the duties and responsibilities assigned to him by the Company’s Chief Executive Officer. During the Final Term of Employment, the Executive shall report solely to the Chief Executive Officer. (c) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the Employers, will act in the best interests of the Employers and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof as well as whatever additional duties may be assigned to him by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of determining Executive’s duties and responsibilities under this Agreementresponsibilities, as determined the Company’s Board and Chief Executive Officer shall act in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employers. (b) Executive represents and covenants to the Employers that he is shall not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his assign duties and responsibilities hereunder, to Executive that are not appropriate or would in any manner, directly or indirectly, limit or affect customary with respect to the duties and responsibilities that may now or in the future be assigned to position of Executive hereunder. (cd) Nothing in this Section 4 shall be construed as preventing Executive from engaging in reasonable volunteer services for charitable, educational or civic organizations, or from investing his assets or time in such form or manner as, during the Initial Term, will not require a material amount of his services in the operations of the companies or businesses in which such investments are made, or, during the Final Term will not interfere with his obligations hereunder. Further, nothing in this Section 4, shall prohibit (1) Executive acknowledges from serving on the board of directors or advisory boards of for-profit corporations or other entities that do not conflict or compete with the Company, or (2) Executive’s service on the advisory board of and agrees that Executive owes the Employers ownership of a duty limited partnership interest in a private investment firm known as Wind Point Partners, as well as his ownership of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu stock of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2limited partnership interest in, or interests in limited liability companies substantially equivalent to limited partnership interests in Wind Point Partners sponsored investment funds or companies.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of President and Chief Executive Officer as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) pursuant to the Chief Executive Officer Management Services Agreement by and between Company and PEG LP dated October 2, 2013, and providing services to any of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement. The Company represents and covenants that, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment PeriodPeriod (as defined in Section 1 hereof) and except as set forth below, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. . (b) Executive’s duties will include those normally incidental to the positions position of General Manager to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI Board”)VP, the Chief Executive Officer of MEICEO or the Board. If, in its sole and complete discretion, the Board of Directors of MERI (the “MERI Board”)VP, CEO or the Chief Executive Officer Board changes Executive’s title and/or Executive’s reporting responsibilities, the VP, CEO or the Board may make such changes, and such changes shall thereafter apply for purposes of MERI. this Agreement, subject only to the provisions of Section 7(c) hereof. (c) Executive agrees to cooperate fully with the MEI BoardVP, the Chief Executive Officer of MEI, the MERI Board, CEO and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIin its reasonable discretion shall determine, (2ii) manage personal investments, or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany. (bd) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) Executive acknowledges and agrees that Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, the any obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Chief Financial Officer as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) and Pattern Energy Group 2 LP (“PEG 2 LP”) pursuant to the Chief Executive Officer Amended and Restated Multilateral Management Services Agreement by and between the Company, PEG LP and PEG 2 LP dated as of MEIJune 16, 2017, and providing services to any of the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement, noncompetition covenantexcept as provided in Section 9. The Company represents and covenants that, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment PeriodPeriod (as defined in Section 1 hereof) and except as set forth below, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. . (b) Executive’s duties will include those normally incidental to the positions position of Vice President, responsible for Alaska (to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI CEO and/or Board”). If, the Chief Executive Officer of MEIin its sole and complete discretion, the Board or CEO changes Executive’s title and/or Executive’s reporting responsibilities, the Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. c) Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, CEO and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIin its reasonable discretion shall determine, (2ii) manage personal investments, or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany. (bd) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) Executive acknowledges and agrees that Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, the any obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment PeriodPeriod (as defined in Section 1 hereof) and except as set forth below, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. . (b) Executive’s duties will include those normally incidental to the positions position of CEO (to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI Board”). If, the Chief Executive Officer of MEIin its sole and complete discretion, the Board changes Executive’s title and/or Executive’s reporting responsibilities, the Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. c) Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIin its reasonable discretion shall determine, (2ii) manage personal investments, or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany. (bd) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) Executive acknowledges and agrees that Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, the any obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of President as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) and Pattern Energy Group 2 LP (“PEG 2 LP”) pursuant to the Chief Executive Officer Amended and Restated Multilateral Management Services Agreement by and between the Company, PEG LP and PEG 2 LP dated as of MEIJune 16, 2017, and providing services to any of the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement, noncompetition covenantexcept as provided in Section 9. The Company represents and covenants that, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment PeriodPeriod (as defined in Section 4 hereof), Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of President and Chief Executive Officer and Chief Operating Officer as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI Board”). If, the Chief Executive Officer of MEIin its sole and complete discretion, the Board changes Executive’s title and/or Executive’s reporting responsibilities, the Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. b) Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties hereunder. During the such Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to (1) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIin its reasonable discretion shall determine, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (bc) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (cd) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, the any obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, and except as set forth below, the Executive shall devote 50% of his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. For the avoidance of doubt, no provision of this Agreement (including, but not limited to, the provisions of this Section 3(a) and Section 4(a)) shall be regarded as constituting “Good Reason” under the Existing Agreement. (b) The Executive’s duties will include those normally incidental to the positions position of CEO (to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI Board”). If, the Chief Executive Officer of MEIin its sole and complete discretion, the Board changes the Executive’s title and/or the Executive’s reporting responsibilities, the Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. c) The Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of the Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It it shall not be a violation of this Agreement for the Executive to to: (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of the Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, in its reasonable discretion shall determine, (2ii) manage personal investments, or or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany. (bd) The Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit the Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) The Executive acknowledges and agrees that the Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, any obligations the obligations Executive owes the Employers under Company as a matter of law. (f) During the common lawEmployment Period, the Executive shall provide written notice to the Board of outside employment or performance of substantial personal services for parties unrelated to the Company. MEI and MERI each acknowledge that Executive’s simultaneous For the avoidance of doubt, any such outside employment with or performance of substantial personal services for parties unrelated to the Employers will not be considered a violation Company is subject to the provisions of any provision of this Section 211 hereof.

Duties and Responsibilities of Executive. (a) During On the Employment PeriodEffective Date, Executive shall devote his be employed as the Company’s Chief Executive Officer and President, and Executive agrees to provide Executive’s full time and attention during normal business hours services to the business Company, subject to the other provisions of the Employers, will act in the best interests of the Employers and will perform with due care his duties and responsibilitiesthis Section 2. Executive’s responsibilities and duties will include shall be commensurate with those normally incidental of a similarly situated chief executive officer of an entity engaged in the business engaged, or proposed to be engaged, in by the positions set forth in Section 1 hereof as well as whatever additional duties may be assigned Company. In the performance of his duties, Executive shall report directly to him by the Board of Directors of MEI the Company (the “MEI Board” or “Board of Directors”). In addition, upon the Chief Effective Date, Executive Officer shall be appointed to serve on the Company’s Board of MEIDirectors as a Class C director (“Class C Director”) until the 2010 annual meeting of stockholders at which the election of Class C Directors is to be voted on by the Company’s stockholders, unless prior to the 2010 annual meeting of stockholders the Company eliminates its staggered Board, in which event Executive’s appointment to the Board of Directors shall be voted on at the next annual meeting of stockholders. Further, for so long as this Agreement is in effect, Executive shall be a nominee for election to the Company’s Board of Directors at each subsequent annual meeting of stockholders at which the election of Class C Directors is to be voted on (or alternatively, if the Company eliminates its staggered Board, at each subsequent annual meeting of stockholders at which the election of directors is to be voted on). In addition, Executive agrees that upon the termination of Executive’s employment with the Company at any time and for any reason whatsoever, that immediately and simultaneously upon any such termination Executive shall be deemed to have automatically and irrevocably resigned from the Company’s Board of Directors, and the Board of Directors of MERI (and employment with any subsidiary or affiliate of the “MERI Board”)Company; provided, or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Boardhowever, the Chief Executive Officer of MEI, the MERI Board, that such termination and the Chief Executive Officer of MEI, and deemed resignation(s) shall not to engage in any activity that materially interferes with the performance of affect Executive’s duties hereunder. During the Employment Period, Executive will not hold post-employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI rights and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities benefits under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employers. (b) Executive represents shall use diligent efforts to maintain and covenants enhance the business and reputation of the Company and shall perform such other duties commensurate with Executive’s position as may, from time to time, be lawfully and reasonably designated to Executive by the Board. Executive’s principal place of employment shall initially be the Santa Ana, California metropolitan area, although Executive shall be readily available to travel as the reasonable needs of the Company shall require. In addition, in the event that the Company moves its principal executive offices during the “Term” (as defined in Section 5(a) below) to either the New York, New York or Chicago, Illinois metropolitan area, subject to the Employers provisions of Section 3(e) below, Executive shall relocate to either such metropolitan area. Executive shall be domiciled within reasonable proximity (i.e., the metropolitan area) of either Santa Ana, California, Chicago, Illinois or New York, New York (depending upon in which city the Company’s principal executive offices are situated), no later than August 1, 2010. Executive shall devote himself to the business and affairs of the Company on a full-time basis; provided, however, that he is so long as such activity does not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing materially interfere with Executive’s performance of his duties and responsibilities hereunder, and is not contrary to the interests of the Company, Executive may (i) serve on the board of directors (or would in any mannersimilar governing body) of another company or entity that is not, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future good faith judgment of the Board, materially competitive with any business conducted by the Company, (ii) participate in civic, charitable or educational activities, and on behalf of civic, charitable or educational organizations, and/or (iii) maintain, monitor and pursue personal and family investments, including but not limited to real estate investments, provided that such investments do not involve business activities or investments that, in the good faith judgment of the Board, are not insubstantially competitive with any part of the business of the Company. In connection with the foregoing, Executive shall be assigned permitted to continue to serve as a non-executive member (including the Chairman) of the board of directors of Inland Real Estate Corp. (“Inland”), provided that the business of Inland does not, in the good faith judgment of the Board, become competitive with the business of the Company; it being agreed by the Company that, as currently constituted on the date hereof, the business of Inland is not competitive with the business of the Company. In addition, Executive hereunder. (c) Executive acknowledges and agrees will not serve on any committees of the board of directors of Inland; provided that, notwithstanding the foregoing, it is acknowledged that Executive owes shall be permitted to continue to serve on the Employers a duty audit committee of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, board of directors of Inland (the obligations Executive owes “Inland Audit Committee”) for an interim period of up until the Employers under next annual meeting of the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with stockholders of Inland or until such sooner time as he is replaced on the Employers will not be considered a violation of any provision of this Section 2Inland Audit Committee.

Duties and Responsibilities of Executive. (a) During the Employment Period, and except as set forth below, the Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. . (b) The Executive’s duties will include those normally incidental to the positions position of CEO (to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI Board”). If, the Chief Executive Officer of MEIin its sole and complete discretion, the Board changes the Executive’s title and/or the Executive’s reporting responsibilities, the Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. c) The Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of the Executive’s duties hereunder. During the Employment Period, the Executive will shall not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to to: (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s 's duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, in its reasonable discretion shall determine, (2ii) manage personal investments, or or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany. (bd) The Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit the Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) The Executive acknowledges and agrees that the Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, any obligations the obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full Executive’s best efforts and appropriate business time and attention during normal business hours to the business businesses of the EmployersCompany and its direct and indirect subsidiaries as may exist from time to time, will act including the Company (collectively, the Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the CEO from time to time. For the avoidance of doubt, Executive shall be required to work full-time for the Company and be present in the best interests Austin office of the Employers and will perform with due care his duties and responsibilitiesCompany during the working week or as requested by the Company or the CEO. Executive’s duties will and responsibilities shall include those normally incidental to the positions set forth position(s) identified in Section 1 hereof 1, as well as whatever such additional duties as may be assigned to him Executive by the Company or the CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Executive may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Executive in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; and (iii) with the prior written consent of the Company’s Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Periodother personal and passive investment activities, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporateeach case, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does ownership, interests or activities do not materially interfere with the performance of Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion Agreement and are not inconsistent with Executive’s obligations to any member of the Board Company Group or competitive with the business of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies any member of the EmployersCompany Group. (b) Executive hereby represents and covenants to the Employers warrants that he Executive is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Executive from executing this Agreement and or fully performing his each of Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Executive hereunder. Executive expressly acknowledges and agrees that Executive is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Executive promises that Executive shall not do so. Executive shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Executive acknowledges and agrees that Executive owes each member of the Employers a duty Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes each member of the Employers Company Group under the statutory and common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Executive Vice President, Business Development as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, or the Board of Directors of MERI the Company (the “MERI Board”), or which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) pursuant to the Chief Executive Officer Management Services Agreement by and between Company and PEG LP dated October 2, 2013, and providing services to any of MERIthe Company’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement. The Company represents and covenants that, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Executive Vice President and General Counsel as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, or the Board of Directors of MERI the Company (the “MERI Board”), or which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) pursuant to the Chief Executive Officer Management Services Agreement by and between Company and PEG LP dated October 2, 2013, and providing services to any of MERIthe Company’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement. The Company represents and covenants that, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of [ title ] as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) pursuant to the Chief Executive Officer Management Services Agreement by and between Company and PEG LP dated [ , 2013], and providing services to any of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule I hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement. The Company represents and covenants that, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full Executive’s best efforts and appropriate business time and attention during normal business hours to the business businesses of the EmployersCompany and its direct and indirect subsidiaries as may exist from time to time, will act including the Company (collectively, the Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the CEO from time to time. For the avoidance of doubt, Executive shall not be required to work full-time for the Company or be present in the best interests office of the Employers and will perform with due care his duties and responsibilitiesCompany for more than 5 business days per calendar month. Executive’s duties will and responsibilities shall include those normally incidental to the positions set forth position(s) identified in Section 1 hereof 1, as well as whatever such additional duties as may be assigned to him Executive by the Company or the CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Executive may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Executive in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; (iii) with the prior written consent of the Company’s Board of Directors of MEI (the “MEI Board”), engage in other personal and passive investment activities, and (iv) Executive shall continue managing Ithaca Capital Partners in substantially the Chief Executive Officer of MEI, same role as in effect on the Board of Directors of MERI Effective Date (the “MERI BoardIthaca Services”), or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Boardin each case, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does ownership, interests or activities do not materially interfere with the performance of Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion Agreement and are not inconsistent with Executive’s obligations to any member of the Board Company Group or competitive with the business of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies any member of the EmployersCompany Group. (b) Executive hereby represents and covenants to the Employers warrants that he Executive is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Executive from executing this Agreement and or fully performing his each of Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Executive hereunder. Executive expressly acknowledges and agrees that Executive is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, ​ and Executive promises that Executive shall not do so. Executive shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Executive acknowledges and agrees that Executive owes each member of the Employers a duty Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes each member of the Employers Company Group under the statutory and common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Executive Vice President and Chief Legal Officer as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) and Pattern Energy Group 2 LP (“PEG 2 LP”) pursuant to the Chief Executive Officer Amended and Restated Multilateral Management Services Agreement by and between the Company, PEG LP and PEG 2 LP dated as of MEIJune 16, 2017, and providing services to any of the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement, noncompetition covenantexcept as provided in Section 9. The Company represents and covenants that, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment PeriodPeriod (as defined in Section 1 hereof) and except as set forth below, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany and its affiliates, including ITH, will act in the best interests of the Employers Company and its affiliates, including ITH, and will perform with due care his duties and responsibilities. Notwithstanding the foregoing, for a period of up to the first forty-two (42) calendar days of Executive’s employment with the Company, Executive may be in a transition period and perform services for URI as follows: (i) For the first twelve (12) calendar days of the Employment Period, Executive shall spend the majority of each standard business day working on matters for URI, provided that Executive also performs duties, as needed, for the Company, and fulfills his fiduciary obligations toward the Company. (ii) For the thirteenth (13th) through forty-second (42nd) calendar days of the Employment Period, Executive shall spend the majority of each standard business day working on matters for the Company, provided that Executive shall be permitted to also perform duties for URI so long as such duties do not interfere with his duties or fiduciary obligations of the Company. (b) Executive’s duties will include those normally incidental to the positions position of President and Chief Executive Officer (to include the duties set forth in Section 1 hereof Exhibit A), as well as whatever such additional duties consistent therewith as may be assigned to him by the Board of Directors of MEI (the “MEI Board”). If, the Chief Executive Officer of MEIin its sole and complete discretion, the Board changes Executive’s title and/or Executive’s reporting responsibilities, the Board may make such changes, and such changes shall thereafter apply for purposes of Directors this Agreement, subject only to the provisions of MERI Section 7(c) hereof. (the “MERI Board”), or the Chief Executive Officer of MERI. c) Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof outside employment, or perform substantial personal services for parties unrelated to the Company, without the advance written approval of the Board of MEI and the Board of MERI. It Board; provided, that it shall not be a violation of this Agreement for Executive to (1i) serve on any corporate, civic, or charitable boards or committees (except for boards or committees of a any business organization that competes with an Employer the Company or its affiliates, including ITH, in any business in which the Employer is they are regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIin its reasonable discretion shall determine, (2ii) manage personal investments, or (3iii) take vacation days and reasonable absences due to injury or illness, illness as set forth herein and/or permitted by the general policies of the EmployersCompany, or (iv) perform services for URI in accordance with Section 3(a)(i) and (ii). (bd) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (ce) Executive acknowledges and agrees that Executive owes the Employers Company and its affiliates, including ITH, a duty of loyalty and that the any obligations described in this Agreement are in addition to, and not in lieu of, the any obligations Executive owes the Employers under the common Company as a matter of law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

Duties and Responsibilities of Executive. (a) During While employed by the Employment PeriodCompany, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of President, Enterprise Growth and Global Markets as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI Chief Executive Officer (the “MEI BoardDirect Manager”), . The Executive will report directly to the Chief Executive Officer during his employment with the Company. If, at any time during his employment with the Company, Executive is required to report directly to anyone other than the Company’s Chief Executive Officer (other than to the Company’s Board of MEIDirectors), it shall constitute a material breach of this Agreement and shall constitute “Good Reason” under the Severance Plan (as defined hereinafter). It is anticipated that Executive’s duties will include, inter alia: overseeing, managing and directing all growth aspects of the operations of the Company, including revenue generation and certain strategic decisions, direct or indirect supervision of personnel of the Company, and other duties consistent with the responsibilities of the President, Enterprise Growth and Global Markets position as well as all such duties, responsibilities and reporting obligations as the Board of Directors of MERI (the “MERI Board”), or Company and/or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunderDirect Manager may establish from time to time. During While employed by the Employment PeriodCompany, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business without the advance written approval consent of the Board of MEI Company; provided that Executive may manage personal investments and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporateengage in charitable and civic activities, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties obligations to the Company and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersdo not utilize Company resources. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement. The Company represents and covenants that, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or protected information belonging to any of Executive’s previous employers. Executive represents and warrants that he has reviewed and disclosed any prior agreements that would prevent or restrict him from engaging in activities competitive to any manner, former employer or from directly or indirectlyindirectly soliciting any employee, limit client or affect customer to leave the duties employ of, or transfer its business away from, any former employer, or if he is subject to such agreements, he has complied and responsibilities will comply with it, and his employment with the Company does not violate any such agreements. He further confirms that may now he will not remove or in take any materials of any kind, electronic or otherwise, with him from any employer to the future be assigned to Executive hereunderCompany without written authorization from that employer and that he has not done so. (c) During the term of this Agreement, Executive acknowledges shall comply with all applicable law, all Company policies and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition toprocedures, and not all reasonable rules and regulations adopted by Company in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment connection with the Employers will not be considered conduct of its business, and shall render services in a violation of any provision of this Section 2competent, conscientious and professional manner and as instructed by Company in all matters, including those involving taste and judgment.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Chief Executive Officer as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) and Pattern Energy Group 2 LP (“PEG 2 LP”) pursuant to the Chief Executive Officer Amended and Restated Multilateral Management Services Agreement by and between the Company, PEG LP and PEG 2 LP dated as of MEIJune 16, 2017, and providing services to any of the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERICompany’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement, noncompetition covenantexcept as provided in Section 9. The Company represents and covenants that, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full substantially all of Executive’s business time and attention during normal business hours to the business of the EmployersCompany or its Affiliates, as applicable, will act in the best interests of the Employers Company and will perform with due care his Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Chief Investment Officer as well as whatever such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, or the Board of Directors of MERI the Company (the “MERI Board”), or which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) pursuant to the Chief Executive Officer Management Services Agreement by and between Company and PEG LP dated October 2, 2013, and providing services to any of MERIthe Company’s Affiliates. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment any type of outside employment, engage in any type of consulting or otherwise render services to or for any other than that set forth in Section 1 hereof person or business concern without the advance written approval consent of the Board of MEI Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve activities set forth on corporateSchedule 1 hereto, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does activities do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreementobligations to the Company or any of its Affiliates, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employersapplicable. (b) Executive represents and covenants to that, in the Employers that course of his employment herein, he is shall not subject use or a party disclose any confidential or protected information belonging to any employment of Executive’s previous employers unless specifically allowed to do so under a written agreement. The Company represents and covenants that, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully in the course of performing his duties and responsibilities hereunder, Executive shall not be required to disclose any confidential or would in protected information belonging to any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2previous employers.

Duties and Responsibilities of Executive. (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the EmployersCompany, will act in the best interests of the Employers Company and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof position of Vice President as well as whatever additional duties may be assigned to him by the Board of Directors of MEI the Company (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), ) or the Chief Executive Officer of MERIthe Company. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, Board and the Chief Executive Officer of MEI, the Company and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold outside employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERIBoard. It Provided that it shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer the Company in any business in which the Employer Company is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERIBoard, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the EmployersCompany. (b) Executive represents and covenants to the Employers Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Employers Company a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers Company under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.