Common use of Duties and Responsibilities Clause in Contracts

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) During the Employment Period, the Executive shall(i) shall perform the duties assigned to him by the CEO and the Board from time to time (provided that the Executive shall not be assigned tasks inconsistent with those of President, during COO, CEO, or Chairman of the Term of this AgreementBoard (as applicable)) faithfully, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basiswith the utmost loyalty, to the best of his abilities and in the best interests of the Company; (ii) shall devote his full business time, attention and effort to the affairs of the Company, except that the Executive may serve on (x) corporate boards or committees with the prior written approval of the Board, and/or (y) civic or charitable boards or committees, in either case as long as such activities do not, individually or in the aggregate, interfere with the performance of the Executive’s employment duties and responsibilities or harm the business or reputation of the Company or any of its Affiliates; and (iii) shall not engage in any corporation controlled by other business activities (whether or affiliated with not for gain, profit, or other pecuniary advantage) or any other actions which he knows or reasonably should know could harm the Companybusiness or reputation of the Company or any of its affiliates or other related entities. For purposes of this Agreement, the term the "Company" “Affiliates” shall mean any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company and all Subsidiarieshas a 20% or greater equity interest. 4.2 During the Term of this Agreement, (b) The Executive shall serve as act in conformity with the Chief Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive Officer will at all times during the Employment Period strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Company and executives. Except as provided in such Section 2(a), the Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other capacity as determined by the Board of Directors. In person, firm or company that competes, conflicts or interferes with the performance of all his duties hereunder in any material way. (c) The Executive covenants, represents and warrants that: (i) the execution, delivery and complete performance of his responsibilities hereunderthis Agreement by him does not and will not breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive shall be subject is a party or by which he is bound; and (ii) he is not a party to all of the Company’s policiesor bound by any employment or services agreement, rulesconfidentiality agreement, and regulations applicable to its employees of comparable status and shall report directly tononcompetition agreement, and shall be subject toother restrictive covenant, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to or other obligation or agreement that would or could prohibit or restrict him from being employed by the Board Company or from performing any of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) In addition to the Executive’s general responsibilities described herein, the Executive shall, during shall also perform such other tasks and responsibilities consistent with the Term role of this Agreement, Chief Strategy Officer as may be assigned to the Executive by the CEO from time to time. The Executive shall use his reasonable best efforts to faithfully and efficiently perform such responsibilities. The Executive shall have such authority and power (and only such authority and power) as provided herein and/or are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the duties required of the Executive hereunder. The Executive shall devote most substantially all of his attention attention, time and expend his best efforts, energies, and skills, on a full-time basis, energies during normal working hours to the business of the Company and any corporation controlled by shall at all times comply with all of the policies of the Company in accordance with their respective terms. (b) The Executive may engage in civic, philanthropic, or affiliated community service activities, so long as such activities do not interfere with the Executive’s ability to comply with the terms and conditions of the Agreement and are not otherwise in conflict with the policies or interests of the Company. For purposes The Executive shall undertake no activity, which might interfere with the policies or interests of this Agreementthe Company. The Executive shall not undertake any activity which might interfere with the proper performance of the Executive’s duties to the Company hereunder, without first obtaining the permission of the CEO. (c) It is anticipated that the Executive shall commute to the Company’s corporate office located in Ohio on weekly basis; however, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject permitted to all of the Company’s policies, rules, and regulations applicable work from his home office from time to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committeetime. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 (a) During the Term of this AgreementEmployment Period, Executive shall be employed and serve as the Chief Executive Officer of the Company Company, reporting directly to the Board. Executive shall perform such duties, functions and in such other capacity responsibilities, commensurate with Executive’s position, as determined reasonably and lawfully directed by the Board of Directors. In the performance of Board. (b) Executive shall devote substantially all of his responsibilities hereunderbusiness time, Executive shall be subject to all of the Company’s policies, rules, attention and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with Agreement, render such services to the applicable Annual Plan best of his ability, and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in use his reasonable best efforts to promote the Annual Plan, incur any material additional expense or change materially the manner of operation interests of the Company without (which, for all purposes of this Section 3(b), shall include all subsidiaries of the Company). Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Employment Period that (a) conflicts with the interests of the Company, (b) interferes with the performance of his duties for the Company, or (c) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (i) serve on civic or charitable boards or committees or, with the advance approval of the Board or the Nominating and Corporate Governance Committee of Directorsthe Board (not to be unreasonably withheld), serve on corporate boards or committees of companies that do not compete with the Company, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, including, without limitation, real estate investments and activities, so long as such investments and activities do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Company in accordance with this Agreement, and provided that any real estate investments or activities do not violate Section 12 and would not result in a breach of any fiduciary duty owed by Executive to the Company.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 (a) During the Term of this AgreementEmployment Period, Executive shall be employed and serve as the Chief Executive Financial Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent reporting directly to the Board. Executive shall perform such duties, functions and responsibilities, commensurate with Executive’s position, as reasonably and lawfully directed by the best interests of the Company and with his duties under this AgreementBoard. 4.4 During each year(b) Executive shall devote substantially all of his business time, Executive in attention and efforts to the performance of his duties under this Agreement shall comply or cause compliance with Agreement, render such services to the applicable Annual Plan best of his ability, and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in use his reasonable best efforts to promote the Annual Plan, incur any material additional expense or change materially the manner of operation interests of the Company without (which, for all purposes of this Section 3(b), shall include all subsidiaries of the Company). Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Employment Period that (a) conflicts with the interests of the Company, (b) interferes with the performance of his duties for the Company, or (c) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (i) serve on civic or charitable boards or committees or, with the advance approval of the Board or the Nominating and Corporate Governance Committee of Directorsthe Board (not to be unreasonably withheld), serve on corporate boards or committees of companies that do not compete with the Company, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, including, without limitation, real estate investments and activities, so long as such investments and activities do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Company in accordance with this Agreement, and provided that any real estate investments or activities do not violate Section 12 and would not result in a breach of any fiduciary duty owed by Executive to the Company.

Duties and Responsibilities. 4.1 Executive shall1.1 Commencing as of February 1, during 2016 (the Term of this Agreement"Effective Date"), devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of Employee shall be employed by the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term as CTO (the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors Position") and shall perform such duties and activities as are customarily performed by a CTO of a company and as shall be assigned to him Employee from time to time by the Board Company's Chief Executive Officer (the "CEO"). 1.2 Employee shall report directly and only to the Company's CEO. Employee acknowledges and agrees that the Company may, from time to time, revise the terms and conditions of Directors. In performing Employee's Position, provided, however, that such dutiesrevision shall be made in accordance with Employee's skills and provided, Executive will be subject to further, that it shall not adversely affect Employee's employment terms or responsibilities with the Company. 1.3 Employee shall devote her full working time and abide by, and will use his best efforts to cause other employees of the Company to be subject to business and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests affairs of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his Employee's duties under this Agreement shall comply or cause compliance with the applicable Annual Plan hereunder, and shall not (except for emergency expenditures undertake or special circumstances requiring an unanticipated expenditure) deviate materially from accept any budget category set forth other employment or paid occupation. The Company acknowledges that the Employee has prior commitments to assist her former Employee, Macrocure Ltd., in relation with a law suit filed against it in the Annual PlanU.S, incur any material additional expense as well as in the event of Macrocure Ltd. selling technology that was developed by the Employee. The Company will have no objection to the Employee executing the said commitments to Macrocure Ltd., providing that (i) such activities do not and may not diminish, conflict or change materially otherwise adversely affect the manner of operation performance of the Employee’s duties pursuant to this Agreement, and (ii) Employee shall promptly notify the Company without of any such matter or activity. 1.4 Employee shall be employed at the approval Company's facilities as shall be decided by the Company's CEO. Employee acknowledges and agrees that the performance of Employee's duties may also require travel outside of Israel, at the Board Company's request and expense. 1.5 Employee's liability towards the Company shall be that of Directorsan office holder under the Companies Law-1999 and any other applicable law.

Duties and Responsibilities. 4.1 It is contemplated that the Executive shallwill be Vice President, during IT of the Term Company, but the Board of this AgreementDirectors shall have the right to adjust the duties, devote most of his attention and expend his best efforts, energiesresponsibilities, and skills, on a full-title of the Executive as the Board of Directors may from time basis, to time deem to be in the business interests of the Company (provided, however, that during the Employment Period, without the consent of the Executive, he shall not be assigned any titles, duties or responsibilities which, in the aggregate, represent a material diminution in, or are materially inconsistent with, his prior title, duties, and any corporation controlled by responsibilities as Vice President, IT). If the Board of Directors does not either continue the Executive in the office of Vice President, IT or affiliated with elect him to some other executive office satisfactory to the Company. For purposes of this AgreementExecutive, the term Executive shall have the "Company" shall mean right to decline to give further service to the Company and all Subsidiaries. 4.2 During shall have the Term of this Agreementrights and obligations which would accrue to him under Paragraph 6 if he were discharged without cause. If the Executive decides to exercise such right to decline to give further service, Executive he shall serve as the Chief Executive Officer of the Company and in within forty-five days after such other capacity as determined action or omission by the Board of DirectorsDirectors give written notice to the Company stating his objection and the action he thinks necessary to correct it, and he shall permit the Company to have a forty-five day period in which to correct its action or omission. In If the performance of all of his responsibilities hereunderCompany makes a correction satisfactory to the Executive, the Executive shall be subject obligated to all of continue to serve the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to. If the Company does not make such a correction, the direction Executive's rights and control obligations under Paragraph 6 shall accrue at the expiration of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committeeforty-five day period. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shallshall have the position of Chief Financial Officer. The Executive shall report to the Chief Executive Officer and to the Board of Directors of the Company (the “Board”). (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his position and as are reasonably necessary to the operations of the Company as may be assigned to him from time to time by or under authority of the Board, consistent with his position as designated in or pursuant to Section 3(a). (c) The Executive’s employment by the Company shall be full-time, and, during the Term of this AgreementTerm, the Executive agrees that he will (i) devote most substantially all of his attention business time and expend attention, his best efforts, energies, and skills, on a full-time basis, all his skill and ability to promote the business interests of the Company Company, (ii) carry out his duties in a competent and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean professional manner and serve the Company faithfully and all Subsidiaries. 4.2 During diligently under the Term direction of this Agreement, Executive shall serve as the Chief Executive Officer of and the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rulesBoard, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause (iii) work with other employees of the Company to be subject to and abide byits subsidiaries and affiliates in a competent and professional manner; provided, all policies however, that the Executive may pursue other business and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business personal activities not otherwise in material breach of the Company, in a manner consistent provisions herein and that do not materially interfere with the best interests performance of the Company and with his duties under this Agreement. 4.4 (d) During each yearthe Term, Executive in the performance of his duties under this Agreement Executive’s services hereunder shall comply or cause compliance with be performed at the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation offices of the Company without located in the approval City of Orlando, State of Florida, which such offices shall not be relocated outside of the Board City of DirectorsOrlando, State of Florida. The Executive’s duties shall include such travel as is necessary and consistent with his position and duties hereunder. (e) Simultaneous the execution and delivery by the Executive of this Agreement the Executive shall also execute and deliver the Company’s Proprietary Information and Inventions Agreement (the “Proprietary Information and Inventions Agreement”).

Duties and Responsibilities. 4.1 Executive shallThe Employee agrees to serve as the [•] of the Company. In this position, during the Term Employee will be responsible for [ ]. Employee’s duties at the Company will also include other relevant jobs assigned by the Company’s Board of the Directors (the “Board”) or the Chairman/CEO. The Employee shall devote all of his or her working time, attention and skills to the performance of his or her duties and shall faithfully and diligently serve the Company in accordance with this Agreement, devote most and the guidelines, policies and procedures of the Company as approved from time to time by the Board. The Employee shall use his attention and expend his or her best effortsendeavor to perform the duties hereunder. The Employee shall not, energieswithout the prior consent of the Board, and skills, on a full-time basis, to the business become an employee of any entity other than the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business subsidiary of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures be concerned or special circumstances requiring an unanticipated expenditure) deviate materially interested in any other business directly competitive with that carried on by the Company. The Company shall have the sole discretion to determine, and shall notify the Employee, from time to time, as to which other companies are deemed to be in business directly competitive with that carried on by the Company. [Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in any budget category set forth in shares or other securities of such companies that are listed on any securities exchange or recognized securities market anywhere, provided that the Annual Plan, incur any material additional expense or change materially the manner of operation of Employee shall notify the Company without in writing of his or her existing interest in such shares or securities in a timely manner and with such details and particulars as the approval of Company may reasonably require, provided further that before the Board of DirectorsEmployee obtains such additional interest or such additional shares, the Employee shall first notify the Company in writing and with such details and particulars as the Company may reasonably require.]

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, (a) The Executive shall serve the Company as its Chief Technology Officer, reporting directly to the Chief Executive Officer of the Company and in such other capacity as determined by (the Board of Directors. In the performance of all of “CEO”) or his responsibilities hereunder, or her designee. (b) The Executive shall be subject to all of employed by the Company’s policiesCompany on a full-time basis and, rulesduring the Term, shall perform the duties and regulations applicable to its employees of comparable status and shall report directly toresponsibilities, and shall have the powers and authority, as are normally associated with the office of Chief Technology Officer and shall have such other duties, responsibilities, power and authority as may be subject to, reasonably designated from time to time by the direction and control of CEO or the Board of Directors of Parent (the “Board”). (c) The Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall perform such comply with the Company Group’s (as defined below) policies and procedures in all material respects. In performing his duties as and exercising his authority under this Agreement, the Executive shall be assigned support and implement the business and strategic plans approved from time to him time by the Board of Directors. In performing such duties, Executive will be subject to and abide by, shall support and will use his best cooperate with the Company Group’s efforts to cause other employees expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. (d) During the Term, the Executive shall devote all his business time, attention and efforts, as well as his business judgment, skill and knowledge to the advancement of the Company to be subject to business and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company Group, and with his duties under this Agreement. 4.4 During each year, Executive in to the performance discharge of his duties under this Agreement shall comply hereunder; provided, however, that the Executive may make and manage passive personal investments on behalf of the Executive and his family, or cause compliance engage in other activities for any civic or non-profit institution, provided that such activities do not conflict with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation interests of the Company without Group or otherwise interfere (other than in a de minimis respect) with the approval discharge of the Board Executive’s duties and responsibilities hereunder. For the avoidance of Directorsdoubt, during the Term, the Executive shall not devote any of his time or efforts to the development, advancement or operation of any other for-profit venture or activity.

Duties and Responsibilities. 4.1 Executive shall, during 2.1 Each of the Term of Appointing Parties hereby appoint the SFM Corporate Services Provider to provide the services and to perform the obligations (including the Appointing Parties Administration Services in Schedule 1 and Additional Services in Schedule 2 together (the "Services")) set out in this Agreement, devote most until such time as this Agreement is terminated pursuant to Clause 13 (Termination). 2.2 The SFM Corporate Services Provider hereby accepts such appointment and undertakes to exercise due skill, care and diligence in the proper performance of his attention the Services as would be reasonably expected for a commercially appointed corporate services provider. 2.3 The SFM Corporate Services Provider shall be responsible for the provision of services to the Appointing Parties and expend his best effortscertain matters incidental thereto, energieswith due observance of the following: (a) all requirements of English law and the Articles of Association of the Issuer (as applicable); (b) all requirements of English law and the Articles of Association of Holdings (as applicable); and (c) the provisions of this Agreement (including those set out in Schedule 1 Part I ("Issuer Administration Services") and Schedule 1 Part II ("Holdings Administration Services", together with the Issuer Administration Services, the "Appointing Parties Administration Services"), and skillsSchedule 2 (the "Additional Services"). 2.4 The SFM Corporate Services Provider is entitled not to comply with any instruction or request received in relation to any Appointing Party, on if compliance with this instruction or request would result in a fullviolation of any law, regulation or good business practice. The non-time basis, to the business compliance with such instruction or request may not result in any liability of the Company and any corporation controlled SFM Corporate Services Provider. 2.5 All activities engaged in by or affiliated with the Company. For purposes SFM Corporate Services Provider on behalf of each Appointing Party under the provisions of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive Agreement shall be subject to all of the Company’s overall policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction directions and control of the Board board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees directors of the Company to be subject to and abide by, all policies and procedures developed by Issuer ("Issuer Board") or the Company’s Executive Officers, Board board of Directors or its Executive Committeedirectors of Holdings ("Holdings Board") (where applicable). 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) During the Employment Period, the Executive shall(i) shall perform the duties assigned to him by the Company (provided that the Executive shall not be assigned tasks inconsistent with his position as a senior executive of the Company or any of its Affiliates) faithfully, during with the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basisutmost loyalty, to the best of his abilities and in the best interests of the Company; (ii) shall devote his full business time, attention and effort to the affairs of the Company, except that the Executive may serve on (x) corporate boards or committees with the prior written approval of the Company’s Board of Directors (the Company’s pre- and post-Effective Date Boards of Directors hereinafter collectively referred to herein as the “Board”), and/or (y) civic or charitable boards or committees, in either case as long as such activities do not, individually or in the aggregate, interfere with the performance of the Executive’s employment duties and responsibilities or harm the business or reputation of the Company or any of its Affiliates; and (iii) shall not engage in any corporation controlled by other business activities (whether or affiliated with not for gain, profit, or other pecuniary advantage) or any other actions which he knows or reasonably should know could harm the Companybusiness or reputation of the Company or any of its affiliates or other related entities. For purposes of this Agreement, the term the "Company" “Affiliates” shall mean any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company and all Subsidiarieshas a 20% or greater equity interest. 4.2 During the Term of this Agreement, (b) The Executive shall serve as act in conformity with the Chief Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive Officer will at all times during the Employment Period strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Company and executives. Except as provided in such Section 2(a), the Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other capacity as determined by the Board of Directors. In person, firm or company that competes, conflicts or interferes with the performance of all his duties hereunder in any material way. (c) The Executive covenants, represents and warrants that: (i) the execution, delivery and complete performance of his responsibilities hereunderthis Agreement by him does not and will not breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive shall be subject is a party or by which he is bound; and (ii) he is not a party to all of the Company’s policiesor bound by any employment or services agreement, rulesconfidentiality agreement, and regulations applicable to its employees of comparable status and shall report directly tononcompetition agreement, and shall be subject toother restrictive covenant, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to or other obligation or agreement that would or could prohibit or restrict him from being employed by the Board Company or from performing any of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, (a) The Executive shall serve the Company as its Chief Financial Officer, reporting directly to the Chief Executive Officer of the Company and in such other capacity as determined by (the Board of Directors. In the performance of all of “CEO”) or his responsibilities hereunder, or her designee. (b) The Executive shall be subject to all of employed by the Company’s policiesCompany on a full-time basis and, rulesduring the Term, shall perform the duties and regulations applicable to its employees of comparable status and shall report directly toresponsibilities, and shall have the powers and authority, as are normally associated with the office of Chief Financial Officer and shall have such other duties, responsibilities, power and authority as may be subject to, reasonably designated from time to time by the direction and control of CEO or the Board of Directors of Parent (the “Board”). (c) The Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall perform such comply with the Company Group’s (as defined below) policies and procedures in all material respects. In performing his duties as and exercising his authority under this Agreement, the Executive shall be assigned support and implement the business and strategic plans approved from time to him time by the Board of Directors. In performing such duties, Executive will be subject to and abide by, shall support and will use his best cooperate with the Company Group’s efforts to cause other employees expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. (d) During the Term, the Executive shall devote all his business time, attention and efforts, as well as his business judgment, skill and knowledge to the advancement of the Company to be subject to business and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company Group, and with his duties under this Agreement. 4.4 During each year, Executive in to the performance discharge of his duties under this Agreement shall comply hereunder; provided, however, that the Executive may make and manage passive personal investments on behalf of the Executive and his family, or cause compliance engage in other activities for any civic or non-profit institution, provided that such activities do not conflict with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation interests of the Company without Group or otherwise interfere (other than in a de minimis respect) with the approval discharge of the Board Executive’s duties and responsibilities hereunder. For the avoidance of Directorsdoubt, during the Term, the Executive shall not devote any of his time or efforts to the development, advancement or operation of any other for-profit venture or activity.

Duties and Responsibilities. 4.1 Executive shall, during During the Term of this Agreement, devote most continuance of his attention employment hereunder: 4.1 The Executive shall perform such duties and expend his best efforts, energies, and skills, on a full-time basis, exercise such powers in relation to the business of the Company and or of any corporation controlled Group Company as may from time to time reasonably be assigned to or vested in him by or affiliated with the CompanyBoard. For purposes of this AgreementIn particular, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve will act as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control Chairman of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, and will involve himself actively in the marketing and promotional activities of the Company. The Executive shall at no time engage in the following activities on behalf of any Group Company: (a) offer insurance to anyone; (b) negotiate any terms of any insurance contracts; (c) exercise discretion as to whether or not to refer risks to any Group Company, but rather will refer all risks to the relevant Group Company in the absence of explicit instructions to the contrary; (d) accept premiums; (e) bind risks; (f) negotiate and settle claims; (g) receive notification of claims and instruct loss adjusters; (h) determine underwriting strategy; (i) issue policy documentation to policyholders; and (j) imply, directly or indirectly, to a manner consistent with third party that the best interests Company has authority to engage in any of the activities set forth in (a) through (i) above. The Executive shall give to the Board such information regarding the affairs of the Company and any Group Company as it shall require and at all times and in all respects conform to and comply with the reasonable directions and regulations made by the Board. The Executive shall perform such services for any Group Company (without further remuneration except as otherwise agreed) and shall accept such offices in any such Group Companies as the Board may reasonably require. 4.2 The Executive shall well and faithfully serve the Company and the Group Companies and use his duties under this Agreementbest endeavours to promote, develop and extend their businesses and interests giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity. 4.3 The Executive shall not without the consent of the Board directly or indirectly engage in any other business or be concerned or interested in any other business of a similar nature to or which would or might compete with the business for the time being carried on by the Company or any Group Company save that he may (but without prejudice to clause 4.2) be interested as a holder or beneficial owner of not more than 5% of any class of stock, shares or debentures in any company (other than the Company, in which case, such limit shall not apply) whose stock, shares or debentures are listed or dealt in on a recognised stock exchange (as defined in the Companies Act). 4.4 During each yearThe Executive's principal place of employment is at 118 Fenchurch Street, London EC3 or such other address as may bx xxxxxxxxxxx xx xxx Xxxxxxx'x xffice. 4.5 The Executive in the performance of shall carry out his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual PlanUnited Kingdom, incur any material additional expense or change materially the manner of operation of and the Company reserves the right to require the Executive to work at any location in London as the Company may in its absolute discretion from time to time decide. 4.6 The Executive may be required to travel in the United Kingdom and overseas (including Europe and the United States) in the proper performance of his duties, although the Executive will not, without the approval his prior consent, be required to work any continuous period abroad in excess of the Board of Directorsone month.

Duties and Responsibilities. 4.1 Executive shall, during (a) Beginning as of the Term of date the Employee executes this Agreement, devote most of his attention and expend his best effortsthereafter until this Employment Agreement or Employee's employment terminates, energies, and skills, on a full-time basis, to the business of Employee shall be employed by the Company as President and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Acting Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules("Acting C.E.O."), and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and he shall perform all duties and accept all responsibilities reasonably related to and consistent with such duties positions as shall may be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause he shall cooperate fully with the Board of Directors and other employees executive officers of the Company. (b) The Employee and the Board of Directors of the Company shall determine prior to February 15, 2001 whether Employee shall be named Chief Executive Officer ("C.E.O.") of the Company. (c) The Employee represents to the Company that he is not subject to or a party to any employment agreement, non-competition covenant, understanding or restriction which would prohibit the Employee from executing this Agreement and abide byperforming fully his duties and responsibilities hereunder, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to the Employee by the Company or the scope of assistance to which he may now or in the future provide to affiliates of the Company. (d) The Employee shall at all times comply with policies and procedures developed adopted by the Company’s Executive OfficersCompany for its employees, Board not inconsistent with the terms of Directors or its Executive Committeethis Agreement, including, without limitation, any procedures and policies adopted by the Company regarding conflicts of interest. 4.3 Executive hereby agrees to promote (e) The duties and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, responsibilities and reporting relationship set forth in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with not be substantially changed without the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation mutual agreement of the Company without the approval of the Board of Directorsparties.

Duties and Responsibilities. 4.1 (a) During the Employment Period, Executive shall(i) shall have the title of Chief Executive Officer, during the Term of this Agreement, (ii) shall devote most of his full business time and attention and expend his best efforts, energies, energies and skills, skills on a full-time basis, basis to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause not engage in any other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities activity that come to his attention relating to current or anticipated future business of the Company, in a manner consistent would materially interfere with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply (provided that Executive is permitted to serve on the board of directors of eHealth, Inc. and IMAX Corporation - to the extent that doing so does not create any conflict of interest with Executive’s obligations or cause compliance duties under this Agreement - or other organizations, subject to approval of the Company’s Board of Directors (the “Board”), such approval not to be unreasonably withheld, or engage in endeavors related to the community, his faith, personal finances and effects and other charitable functions which do not materially interfere with the applicable Annual Plan performance of his duties hereunder) and (iii) shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Planperform such duties, incur any material additional expense or change materially the manner and comply with all reasonable directions and instructions of operation a majority of the Company’s Board. (b) Anything in paragraph 3.(a) above or this Agreement to the contrary notwithstanding, nothing herein will be construed so as to prevent or limit the Company’s good faith determination for bona fide business reasons to cease any or all of its operations or to operate one or more of any such activities through a joint venture, third party license or other arrangement with a third party. (c) During the Employment Period, (i) Executive will report only to the Company’s Board, (ii) Executive will be the Company’s most senior and highest ranking executive, (iii) all other Company without senior executives will report to Executive, and (iv) the approval Chairman of the Board of Directorsthe Company will not be an executive of the Company.

Duties and Responsibilities. 4.1 Executive shall, (a) Executive’s area of responsibility during the Term Employment Period shall be that of this Agreement, devote most Chief Financial Officer of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company ACT and any corporation controlled by such other position as an officer or affiliated with director of a subsidiary of ACT to which the CompanyACT CEO or the Board may appoint him. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as directly report to the Chief Executive Officer of ACT (the Company and in "ACT CEO"), or such other capacity senior executive officer of ACT, as determined from time to time by the Company. The services to be rendered by Executive pursuant to this Agreement shall consist of such services as defined and directed by the Board of Directors. In or the performance of all ACT CEO. (b) During the Employment Period, Executive shall serve the Company faithfully and to the best of his ability; shall devote his entire working time, attention, energy and skill to his employment and the benefit and business of the Company; and shall use his best efforts, skills and ability to promote its interests and to perform such duties as from time to time may be reasonably assigned to him and are consistent with his titles and positions with the Company. (c) During the Employment Period, in addition to any other duties or responsibilities hereunderthe Company gives to Executive, Executive shall be subject required to sign, and shall sign, all certifications and such other documents or instruments required of an executive of a public company or otherwise by (i) the Securities and Exchange Commission, (ii) any exchange or association on which the Company's shares of capital stock are listed, (iii) any federal, state or local authority, (iv) any other governmental, quasi-governmental or non-governmental entity or organization (foreign or domestic) that regulates or has authority over the Company, and/or (v) the Company in connection with any of the foregoing. (d) During the Employment Period, Executive shall be required to be physically present at ACT’s headquarters, currently located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx a regular basis and no less than four (4) days per month to ensure the efficient conduct of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committeebusiness. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, (a) The Executive shall serve the Company as its Chief Technology Officer, reporting directly to the Chief Executive Officer of the Company (the “CEO”) or his or her designee and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors of QL Holdings (the “Board”) or its designee. (b) The Executive shall be employed by the Company on a full-time basis and during the Term shall perform the duties and responsibilities, and shall have the powers and authority, as are normally associated with the office of Chief Technology Officer and shall have such other duties, responsibilities, power and authority as may be reasonably designated from time to time by the CEO or the Board. (c) Executive shall perform such his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties as and exercising his authority under this Agreement, Executive shall be assigned support and implement the business and strategic plans approved from time to him time by the Board of Directors. In performing such duties, Executive will be subject to and abide by, shall support and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by cooperate with the Company’s Executive Officers, Board of Directors or and its Executive CommitteeAffiliates’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. 4.3 (d) During the Term, the Executive hereby agrees shall devote all of his business time, attention and efforts, as well as his business judgment, skill and knowledge exclusively to promote and develop all business opportunities that come to his attention relating to current or anticipated future business the advancement of the Company, in a manner consistent with business and the best interests of the Company and with its Affiliates, and to the discharge of his duties under hereunder; provided, however, that the Executive may make and manage passive personal investments on behalf of the Executive and his family, or engage in other activities for any civic or non-profit institution, provided that such activities do not conflict with the interests of the Company or its Affiliates or otherwise interfere with the discharge of the Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, the Executive shall not devote any of his time or efforts to the development, advancement or operation of any other for-profit venture or activity. (e) To induce the Company to enter into this Agreement, the Executive represents and warrants to the Company that the Executive is not a party to or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, and the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive’s right or ability (i) to enter the employ of the Company or (ii) to perform fully his duties and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business shall serve as Executive Vice President of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as report to the Chief Executive Officer of the Company Company. In such capacity, Executive shall have responsibility and in such other capacity authority for corporate development, strategic planning, treasury, investor relations and human resources, and shall perform the duties necessary to carry out those responsibilities and exercise that authority, as determined may be assigned to Executive from time to time by the Chief Executive Officer and/or by the Board of Directors of the Company (the "Board of Directors. In ") or a duly authorized committee thereof.. (b) During the performance of all of his responsibilities hereunderEmployment Term, Executive shall be subject devote his full time and attention during normal business hours to all the affairs of the Company’s policies, rules, Company and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees perform faithfully and efficiently his duties and responsibilities; PROVIDED, HOWEVER, that subject to the limitations of Section 8 hereof and to the prior approval of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Chief Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business Officer of the Company, Executive may serve on corporate, industry, civic or charitable Boards or committees as long as such activities do not interfere with the performance of Executive's responsibilities to the Company. Executive agrees to act at all times in a manner consistent with the best interests of the Company and with his duties under this Agreementto take no action or make any statement, oral or written, which could reasonably be expected by Executive to injure the Company's business, financial condition, results of operations, prospects, interests or reputation. 4.4 During each year(c) Executive agrees to comply at all times during the Employment Term with all applicable policies, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan rules, codes and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation regulations of the Company in effect from time to time, including, without limitation, all applicable codes of ethics or conduct and all policies regarding trading in the approval of the Board of DirectorsCompany's common stock.

Duties and Responsibilities. 4.1 Executive shall, during (a) During the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this AgreementTerm, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of DirectorsCompany. In the performance of all of his responsibilities hereunderas the Chief Executive Officer, the Executive shall be subject to all of the Company’s 's policies, rules, rules and regulations applicable to its employees executives of comparable status and shall report directly to, and shall be subject to, to the direction and control of of, the Board of Directors of the Company (the "BOARD"), and shall perform such duties as shall be assigned to him by the Board of DirectorsBoard. In performing such duties, the Executive will be subject to and will substantially abide by, and will use his best reasonable efforts to cause other employees of the Company to be subject to and substantially abide by, all policies and procedures developed by the Company’s . Each year when the Company's budget for the following fiscal year is presented to the Board, the Executive Officersshall also present to the Board a written description, Board in reasonable detail, of Directors or its the goals the Executive Committeethen intends to accomplish during the following fiscal year. 4.3 (b) During the Term, the Executive hereby agrees shall devote all of his business time, energies, skills and attention to promote the affairs and develop all business opportunities that come to his attention relating to current or anticipated future business activities of the CompanyCompany and any corporation, partnership or other entity controlled by the Company (each, a "SUBSIDIARY"). The Executive shall provide these services to the Company and its Subsidiaries described in this Agreement in a professional and diligent manner and in a manner consistent with the best interests highest standards of the Company and with his duties under this Agreement. 4.4 During each year, Executive performance in the performance health care field. During the Term, the Executive shall not devote any of his duties under this Agreement shall comply business time, energies, skills or cause compliance with attention to the applicable Annual Plan and shall not (except for emergency expenditures affairs or special circumstances requiring an unanticipated expenditure) deviate materially from activities of any budget category set forth in the Annual Planother business or organization, incur any material additional expense or change materially the manner of operation of the Company without the prior approval of the Board (which approval shall not be unreasonably withheld). (c) To induce the Company to enter into this Agreement, the Executive represents and warrants to the Company that: (i) the Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity and the Executive is subject to no restraint, limitation or restriction by virtue of Directorsany agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive's right or ability (A) to enter the employ of the Company, or (B) to perform fully his duties and obligations pursuant to this Agreement, and (ii) to the Executive's knowledge, no material litigation is pending or threatened against any business or business entity owned or controlled or formerly owned or controlled by the Executive.

Duties and Responsibilities. 4.1 (a) The Company hereby employs Executive, and Executive shallhereby accepts employment, subject to the terms and conditions contained herein, during the Term Term, initially, as Executive Vice President, General Counsel of this Agreementthe Company and, as of February 24, 2016, also as Chief Strategy Officer of the Company. During the Term, Executive agrees to be employed by and devote most substantially all of his Executive’s business time and attention to the Company and expend his best effortsthe promotion of its interests; provided, energieshowever, and skills, on a full-time basisthat, to the business extent that such activities do not violate the terms of, or interfere with his performance of the Company his duties, services and any corporation controlled by or affiliated with the Company. For purposes of responsibilities under, this Agreement, the term Executive shall be permitted to manage his personal, financial and legal affairs. Except as expressly set forth herein or as consented to by the "Company" Board of Directors of the Company (the “Board”), during the Term, Executive shall mean not be permitted to become engaged in or render services for any Person other than the Company and all Subsidiaries. 4.2 During its Affiliates. The Company expressly acknowledges and agrees to Executive’s continued services during the Term as a director of Sequoia Fund, Inc., but only to the extent that such service does not violate the terms of, or interfere with Executive’s performance of his duties, services, and responsibilities under, this Agreement, . Executive shall serve perform such lawful duties and responsibilities as reasonably directed from time to time by the Board. Executive will have such authority, duties and responsibilities customarily exercised by an individual serving as Executive Vice President, General Counsel and, effective February 24, 2016, also as Chief Strategy Officer of the size and nature of the Company, subject to applicable limitations established by the Chief Executive Officer of the Company and in such other capacity as determined by Company. Executive shall report directly to the Board Chief Executive Officer of Directorsthe Company. In During the performance of all of his responsibilities hereunderTerm, upon request, Executive shall be subject to all serve as an officer and/or director of one or more subsidiaries of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Secretary and Chief Executive Operating Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during (a) During the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this AgreementTerm, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Executive Vice President and Chief Executive Operating Officer of the Company and in such other capacity as determined by the Board of DirectorsCompany. In the performance of all of his responsibilities hereunderas Executive Vice President and Chief Operating Officer, the Executive shall be subject to all of the Company’s 's policies, rules, rules and regulations applicable to its employees executives of comparable status and shall report directly to, and shall be subject to, to the direction and control of, the Chief Executive Officer of the Board Company (the "CEO") or, if the CEO so determines, the President of Directors the Company, and shall perform such duties commensurate with his position as shall be assigned to him by the Board of DirectorsCEO or the President, as the case may be. In performing such duties, the Executive will be subject to and will substantially abide by, and will use his best reasonable efforts to cause other employees of the Company to be subject to and substantially abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 (b) During the Term, the Executive hereby agrees shall devote all of his business time, energies, skills and attention to promote the affairs and develop all activities of the Company and any corporation, partnership or other entity controlled by the Company (each, a "SUBSIDIARY"). The Executive shall provide the services described in this Agreement to the Company and its Subsidiaries in a professional and diligent manner. During the Term, the Executive shall not devote any of his business opportunities that come time, energies, skills or attention to his attention relating the affairs or activities of any other business or organization, without the prior approval of the CEO. (c) To induce the Company to current enter into this Agreement, the Executive represents and warrants to the Company that: (i) the Executive is not a party or anticipated future subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity and the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive's right or ability (A) to enter the employ of the Company, in a manner consistent with the best interests of the Company and with or (B) to perform fully his duties under and obligations pursuant to this Agreement, and (ii) to the Executive's knowledge, no material litigation is pending or threatened against any business or business entity owned or controlled or formerly owned or controlled by the Executive. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during 2.1. The Chief Financial Officer is hereby being employed to serve the Term of this Agreement, devote most of his attention Company as its Sr. Vice President and expend his best efforts, energiesChief Financial Officer, and skills, on a full-time basis, shall perform the duties and be entitled to exercise the powers with respect to the business Company, which are from time to time assigned to him or vested in him, whether or not such duties shall be of a nature normally performed by an employee holding the positions of the Company Sr. Vice President or the Chief Financial Officer. The Chief Financial Officer shall obey all lawful and any corporation controlled by or affiliated with reasonable directions of the Company. For purposes of this Agreement, the term the "Company" shall mean the Company Chairman and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of Antigenics Inc., a Delaware corporation and the parent corporation of the Company and in such other capacity as determined by (the Board of Directors"Chairman"). In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and The Chief Financial Officer shall report directly toto and will keep the Chairman properly and fully informed (in writing if so requested) on a regular basis of his work and provide such explanations as may be required. 2.2. Chief Financial Officer shall, for the remuneration detailed in clause 4, unless prevented by illness, devote the whole of his business time and attention to his duties, working such hours as may reasonably be required to perform his duties hereunder and shall be subject to, the direction well and control of the Board of Directors faithfully serve and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees endeavours to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each yearat all times, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures knowingly do or special circumstances requiring an unanticipated expenditure) deviate materially omit to do, or permit or suffer anything to be done or omitted, to the prejudice, loss or injury of the Company. 2.3. The Chief Financial Officer shall not directly or indirectly receive or give gifts, incentives or inducements from or to any budget category set forth person, company or firm in the Annual Plan, incur carrying out of any material additional expense or change materially activity in connection with the manner of operation of the Company without the approval of the Board of DirectorsCompany.

Duties and Responsibilities. 4.1 (a) During the Employment Period, Executive shall(i) shall have the title of Chief Executive Officer, during the Term of this Agreement, (ii) shall devote most of his full business time and attention and expend his best efforts, energies, energies and skills, skills on a full-time basis, basis to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause not engage in any other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities activity that come to his attention relating to current or anticipated future business of the Company, in a manner consistent would materially interfere with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply (provided that Executive is permitted to serve on the board of directors of eHealth, Inc. and IMAX Corporation – to the extent that doing so does not create any conflict of interest with Executive’s obligations or cause compliance duties under this Agreement – or other organizations, subject to approval of the Company’s Board of Directors (the “Board”), such approval not to be unreasonably withheld, or engage in endeavors related to the community, his faith, personal finances and effects and other charitable functions which do not materially interfere with the applicable Annual Plan performance of his duties hereunder) and (iii) shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Planperform such duties, incur any material additional expense or change materially the manner and comply with all reasonable directions and instructions of operation a majority of the Company’s Board. (b) Anything in paragraph 3.(a) above or this Agreement to the contrary notwithstanding, nothing herein will be construed so as to prevent or limit the Company’s good faith determination for bona fide business reasons to cease any or all of its operations or to operate one or more of any such activities through a joint venture, third party license or other arrangement with a third party. (c) During the Employment Period, (i) Executive will report only to the Company’s Board, (ii) Executive will be the Company’s most senior and highest ranking executive, (iii) all other Company without senior executives will report to Executive, and (iv) the approval Chairman of the Board of Directorsthe Company will not be an executive of the Company.

Duties and Responsibilities. 4.1 During the Employment Period, the Executive shall, during the Term of this Agreement, devote most of his attention shall have such authority and expend his best efforts, energies, responsibility and skills, on a full-time basis, perform such duties as are customary to the business of offices the Company and any corporation controlled by Executive holds or affiliated with as may be reasonably assigned to him from time to time at the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all direction of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors (the “Board”). During the Employment Period, the Executive’s employment shall be full time, and the Executive shall perform such his duties as shall be assigned to him by in furtherance of the Board of Directors. In performing such duties, Executive will be subject to business affairs and abide by, and will use his best efforts to cause other employees activities of the Company honestly, diligently, competently, in good faith and in what he believes to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and shall use his best efforts to promote the interests of the Company. Executive shall report directly to the Board. Executive shall be provided a full-time executive administrative assistant based in Fort Lauderdale, Florida to provide support and assistance to the Executive with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties and obligations to the Company. Executive shall be permitted during his employment with the Company to be a member of one for-profit company board of directors other than Company, and shall be permitted to be a member of one not-for-profit board of directors, subject to any notice and approval requirements under the Company’s Corporate Governance Guidelines, which approvals shall not be unreasonably withheld, provided that such activities do not violate Paragraph 3 below or materially interfere with the proper performance of Executive’s duties and responsibilities under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner Agreement. The for-profit company board of operation directors of the Company without the approval of the Board of DirectorsExecutive is currently a member has been pre-approved.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 (a) During the Term of this AgreementEmployment Term, Executive Employee shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform all duties and accept all responsibilities incidental to such duties position or as shall may be assigned to him by the Board Company's board of Directors. In performing such duties, Executive will be subject to and abide bydirectors, and will use his best efforts he shall cooperate fully with the board of directors and other executive officers of the Company. During the Employment Term, Employee shall also be available to cause other perform similar duties on behalf of subsidiaries or divisions of the Company. During the Employment Term, employee shall at all times comply with policies and procedures adopted by the Company for employees of the Company and its subsidiaries, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (b) During the Consulting Term, Employee shall provide consulting services to the Company, and as such be subject involved in the Company's external activities, policies and interests, including joint ventures, investments, acquisitions, etc. During the Consulting Term, Employee shall provide such consulting services to the Company as an independent contractor and abide bynot as an employee of the Company. Employee shall at all times during the Consulting Term act as an independent contractor and during such period nothing hereunder shall create or imply a relationship of employer-employee between the Company and Employee. During the Consulting Term, Employee shall also be available to perform similar duties on behalf of subsidiaries or divisions of the Company. During the Consulting Term, Employee shall at all times comply with policies and procedures developed adopted by the Company for consultants to the Company’s Executive Officers, Board including without limitation the procedures and policies adopted by the Company regarding conflicts of Directors or its Executive Committeeinterest. 4.3 Executive hereby agrees (c) Employee represents and covenants to promote the Company that he is not subject, or a party, to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Employee from executing this Agreement and develop all business opportunities that come performing his duties and responsibilities hereunder during both the Employment Term and the Consulting Term, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to his attention relating Employee by the Company or the scope of assistance to current which he may now or anticipated in the future business provide to subsidiaries or divisions of the Company, including without limitation any duties and responsibilities relating to the development, production and/or sale of (i) superconductive wire and materials, (ii) permanent and superconductive magnet systems, or RF coils, used in a manner consistent with the best interests MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the Company and with his duties under this AgreementU.S. strategic defense initiative program, or (vii) CFC replacement products. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of substantially all his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. Executive shall not, during the term of this Agreement, be engaged in any other substantial business activity without the prior consent of the Board of Directors of the Company; provided, however, that this restriction shall not be construed as preventing Executive from investing his personal assets in passive investments in business entities which are not in competition with the Company or its affiliates. From time to time Executive may be required to work with affiliated companies. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer Vice President of Sales and Marketing of the Company and in such other capacity as determined by the Board of DirectorsChief Operating Officer. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s 's policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors Chief Operating Officer and shall perform such duties as shall be assigned to him by the Board of DirectorsChief Operating Officer. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s 's Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. Should Executive discover a business opportunity that does not relate to the current or anticipated future business of the Company, he shall first offer such opportunity to the Company. Should the Board of Directors of the Company not exercise its right to pursue this business opportunity within a reasonable period of time, not to exceed sixty (60) days, then Executive with the consent of the Board of Directors may develop the business opportunity for himself; provided, however, that such development may in no way conflict or interfere with the duties owed by Executive to the Company under this Agreement. Further, Executive may develop such business opportunities only on his own time, and may not use any service, personnel, equipment, supplies, facility, or trade secrets of the Company in their development. As used herein, the term "business opportunity" shall not include business opportunities involving investment in publicly traded stocks, bonds or other securities, or other investments of a personal nature. 4.4 Without first obtaining the written permission of the Board of Directors of the Company, Executive will not authorize or permit the Company to engage the services of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Paragraph shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of the Executive's family or in which Executive or any member of the Executive's family has any direct or indirect financial interest whatsoever. 4.5 To induce the Company to enter into this Agreement, the Executive represents and warrants to the Company that except as set forth on Schedule 4.5 (a) the Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, (b) the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive's right or ability (i) to enter the employ of the Company, or (ii) to perform fully his duties and obligations pursuant to this Agreement, and (c) to the best of Executive's knowledge no material litigation is pending or threatened against any business or business entity owned or controlled or formerly owned or controlled by Executive. 4.6 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shallThe Employee agrees to serve as the Vice President of Business Development of the Company. In this position, during the Term Employee will be responsible for the business development of the Company. Employee’s duties at the Company will also include other relevant jobs assigned by the CEO and/or President and COO of the Company. The Employee shall devote all of her working time, attention and skills to the performance of her duties and shall serve the Company in accordance with this Agreement, devote most and the guidelines, policies and procedures of his attention and expend his best effortsthe Company as approved from time to time by the Board. During the employment, energiesthe Employee shall not, and skillswithout the prior consent of the Board, on a full-time basis, to the business become an employee of any entity other than the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business subsidiary of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures be concerned or special circumstances requiring an unanticipated expenditure) deviate materially interested in any other business directly competitive with that carried on by the Company. The Company shall have the sole discretion to determine, and shall notify the Employee, from time to time, as to which other companies are deemed to be in business directly competitive with that carried on by the Company. Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in any budget category set forth in shares or other securities of such companies that are listed on any securities exchange or recognized securities market anywhere, provided that the Annual Plan, incur any material additional expense or change materially the manner of operation of Employee shall notify the Company without in writing of her existing interest in such shares or securities in a timely manner and with such details and particulars as the approval of Company may reasonably require, provided further that before the Board of DirectorsEmployee obtains such additional interest or such additional shares, the Employee shall first notify the Company in writing and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shall, during shall have the Term positions of this Agreement, devote most President and Chief Executive Officer of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, The Executive shall serve as report directly to the Chief Executive Officer of Omnicom (the "Omnicom CEO"), currently John Wren, at such times and in such detail as he shall reasonablx xxxxxxx. (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his offices and as are reasonably necessary to the operations of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall may be assigned to him from time to time by or under authority of the Board of Directors. In performing such dutiesOmnicom CEO, consistent with his positions as designated in paragraph 3(a). (c) The Executive will be subject to and abide by, and (i) will use his best efforts to cause other employees of ensure that the Company to be subject to and abide by, each company operating within the TBWA worldwide group of companies (the "TBWA Group") comply on a timely basis with all policies budgetary and procedures developed reporting requirements reasonably requested by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business Omnicom CEO and/or management of the Company, (ii) will, at all times, use his best efforts to perform his duties and responsibilities in a manner consistent with the policies set forth in the Omnicom Grant of Authority, as from time to time in effect (the "Grant of Authority"), the Omnicom Code of Business Conduct, as from time to time in effect (the "Omnicom Code of Business Conduct"), and the TBWA Code of Business Conduct, as from time to time in effect (the "TBWA Code of Business Conduct", and together with the Grant of Authority and the Omnicom Code of Business Conduct, collectively the "Business Conduct Policies"), which written Business Conduct Policies have been provided to the Executive prior to the date hereof, and the parameters of the then current profit plan and capital expenditure budget of the Company as approved by the Chief Financial Officer of the Company, (iii) will not take any action to prevent the Company or any company operating within the TBWA Group from participating in Omnicom's cash management program, from time to time in effect (iv) except as permitted by the Business Conduct Policies or authorized by Omnicom CEO, will not incur obligations on behalf of the Company or any other member of the TBWA Group other than in the ordinary course of business or enter into any transaction on behalf of the Company or any other member of the TBWA Group not in the ordinary course of business, and (v) will not take any action to prevent the Company or any other member of the TBWA Group from abiding by the dividend, management fee and other corporate policies of Omnicom or the Company, as from time to time in effect. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all his skill and ability to promote the interests of the Company and with the TBWA Group, (ii) carry out his duties in a competent and professional manner and serve the Company and members of the TBWA Group faithfully and diligently under the direction of the Omnicom CEO; and (iii) work with other employees of the Company and its subsidiaries and other members of the TBWA Group in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or any other member of the TBWA Group or engages in business competitive with that conducted by the Company or any other member of the TBWA Group (or, if such company does transact business with the Company or any other member of the TBWA Group, or does engage in a competitive business, it is a publicly held corporation and the Executive's participation is limited to owning less than 1/4 of 1% of its outstanding shares), and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement. 4.4 (e) During each yearthe Term, Executive in the performance of his duties under this Agreement Executive's services hereunder shall comply or cause compliance with be performed partially at the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation offices of the Company without in New York, New York and partially at the offices of the Company in Paris, France, as reasonably determined by the Executive with the approval of the Board Omnicom CEO, and, as a result of Directorsthe duties and responsibilities of his positions hereunder and to enable him to render services to the Company and other members of the TBWA Group, he will travel frequently to locations in which the Company and such other members of the TBWA Group conduct their operations.

Duties and Responsibilities. 4.1 Executive shall, during (a) During the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this AgreementTerm, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive Employee shall serve as the President and Chief Executive Operating Officer of the Company and in such other capacity as determined by the Board of DirectorsCompany. In the performance of all of his responsibilities hereunderas the President and Chief Operating Officer, Executive the Employee shall be subject to all of the Company’s 's policies, rules, rules and regulations applicable to its employees Employees of comparable status and shall report directly to, and shall be subject to, to the direction and control of of, the Board of Directors of the Company (the "Board"), and shall perform such duties as shall be assigned to ----- him by the Board of DirectorsBoard. In performing such duties, Executive the Employee will be subject to to, and will substantially abide by, and will use his best reasonable efforts to cause other employees of the Company to be subject to to, and substantially abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees (b) During the Term, the Employee shall devote substantially all of his business time, energies, skills and attention to promote the affairs and develop all business opportunities that come to his attention relating to current or anticipated future business activities of the Company, . The Employee shall provide the services to the Company described in this Agreement in a professional and diligent manner and in a manner consistent with the best interests highest standards of the Company and with his duties under this Agreement. 4.4 During each year, Executive performance in the performance retail food industry. During the Term, the Employee shall not devote a material portion of his duties under this Agreement shall comply business time, energies, skills or cause compliance with attention to the applicable Annual Plan and shall not (except for emergency expenditures affairs or special circumstances requiring an unanticipated expenditure) deviate materially from activities of any budget category set forth in the Annual Planother business or organization, incur any material additional expense or change materially the manner of operation of the Company without the prior approval of the Board (which approval shall not be unreasonably withheld). The Employee shall provide to the Board, on a quarterly basis, a description of Directorsany involvement with any other business or organization, such description to include (i) the name of the company or organization; (ii) type of involvement; and (iii) type of product; provided, however, that no description is required for a quarter where there has -------- ------- been no change from the description last provided to the Board. (c) To induce the Company to enter into this Agreement, the Employee represents and warrants to the Company that, except as set forth herein: (i) the Employee is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity and the Employee is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Employee's right or ability (A) to enter the employ of the Company, or (B) to perform fully his duties and obligations pursuant to this Agreement, and (ii) to the Employee's knowledge, no material litigation is pending or threatened against any business or business entity owned or controlled or formerly owned by the Employee.

Duties and Responsibilities. 4.1 Executive shall, during The Employee agrees to serve as the Term Vice President of this Agreement, devote most Operation of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of In this Agreementposition, the term Employee will be responsible for the "manufacturing and production of the Company" shall mean . Employee’s duties at the Company will also include other relevant jobs assigned by the CEO and/or President and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer COO of the Company and in such other capacity as determined by the Board of DirectorsCompany. In the performance of The Employee shall devote all of his responsibilities hereunderworking time, Executive shall be subject attention and skills to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under and shall serve the Company in accordance with this Agreement Agreement, and the guidelines, policies and procedures of the Company as approved from time to time by the Board. During the employment, the Employee shall comply or cause compliance with not, without the applicable Annual Plan prior consent of the Board, become an employee of any entity other than the Company and any subsidiary of the Company, and shall not (except for emergency expenditures be concerned or special circumstances requiring an unanticipated expenditure) deviate materially interested in any other business directly competitive with that carried on by the Company. The Company shall have the sole discretion to determine, and shall notify the Employee, from time to time, as to which other companies are deemed to be in business directly competitive with that carried on by the Company. Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in any budget category set forth in shares or other securities of such companies that are listed on any securities exchange or recognized securities market anywhere, provided that the Annual Plan, incur any material additional expense or change materially the manner of operation of Employee shall notify the Company without in writing of his existing interest in such shares or securities in a timely manner and with such details and particulars as the approval of Company may reasonably require, provided further that before the Board of DirectorsEmployee obtains such additional interest or such additional shares, the Employee shall first notify the Company in writing and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this AgreementAgreement unless otherwise agreed by management, devote most of his full attention and expend his best efforts, energies, and skills, skills on a full-time basis, to the business of the Company and any corporation controlled by or affiliated the Company (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not interfere with the Companyperformance of Executive's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. Executive shall be headquarter in the Pittsburgh, Pennsylvania area. 4.2 During the Term of this Agreement, Executive shall serve as the Chairman and Chief Executive Officer of the Company and or in such other capacity capacities as determined by the Board of DirectorsDirectors or its Executive Committee except as provided for under Subsection 7.1. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s 's policies, rules, and regulations applicable to its employees executive of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board Executive Committee of Directors the Company and shall perform such duties as shall be assigned to him by the Board of DirectorsDirectors or the Executive Committee. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Executive Committee or senior management of the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 To induce the Company to enter into this Agreement, Executive hereby agrees represents and warrants to promote and develop all the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with other person, firm, company, corporation or other business opportunities that come entity, (ii) Executive is subject to his attention relating no restraint, limitation or restriction by virtue of any law or rule of law or otherwise which would impair Executive's right or ability (a) to current or anticipated future business enter the employ of the Company, in a manner consistent with the best interests of the Company and with or (b) to perform fully his duties under and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, Employee shall report to the business President and the Board of the Company and any corporation controlled by or affiliated with shall devote his best efforts and his full business time and attention to the Company. For purposes of this Agreement, the term the "Company" shall mean the Company business and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer affairs of the Company and its subsidiaries and, in particular, all aspects of the promotion and production of events (the “Covered Events”) in the Subject Market and such other capacity aspects of the operations of the Business as determined by the President and/or the Board of Directorsmay from time to time determine. In Employee shall perform his duties and responsibilities to the performance of all best of his abilities in a diligent, trustworthy, businesslike and efficient manner. During the Employment Period, Employee shall not engage in any other business activities which could reasonably be expected to conflict with Employee’s duties, responsibilities and obligations hereunder. Except in connection with charitable or civic endeavors, Executive shall be subject to all Employee will not serve as a member of the Company’s board of directors of any business, other than the Company or any of its subsidiaries, without the prior approval of the Board. Employee shall also comply with all policies, rules, rules and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company as well as all reasonable directives and instructions from the Board. The Company shall have the right to be subject purchase in Employee’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder and Employee shall cooperate with the Company in obtaining such insurance if the Company elects to purchase such insurance. Notwithstanding anything herein to the contrary, during the Employment Period, Employee may, from time to time upon prior notice to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business written consent of the Company, in a manner consistent provide contract DJ, music production and remixing services to third parties (“Permitted Outside Services”) provided that the same does not conflict with the best interests of Employee’s service to the Company and with his duties under this Agreementhereunder. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term The duties and responsibilities of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject those of a senior executive of the Company, as the same shall be assigned to all him, from time to time, by the CEO of the Company’s policiesultimate parent, rulesMaiden Holdings, Ltd. (the “Parent”). Executive recognizes that, during the period of his employment hereunder, he owes an undivided duty of loyalty to the Company and regulations applicable agrees to its employees devote substantially all of comparable status his business time and shall report directly to, attention to the performance of his duties and shall be subject to, the direction responsibilities and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future the business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without . Subject to the approval of the Board CEO, which shall not be unreasonably withheld, Executive shall be entitled to serve on corporate, civic, and/or charitable boards or committees and to otherwise reasonably participate as a member in community, civic, or similar organizations and the pursuit of Directorspersonal investments which do not present any material conflicts of interest with the Company. Executive shall be required to travel as reasonably necessary to carry out his duties. This Agreement can be assigned by the Company to an affiliate of the Company as long as the principal duties required of Executive are consistent with the duties assigned to him as President of Maiden Global Holdings, Ltd. and are within 40 miles of the Company’s location as of the Effective Date. Executive agrees to execute another Employment Agreement with such affiliate, substantially equivalent to this Agreement, upon any such assignment. On the date (“Effective Date”) of the closing of the sale of the GMAC IIS reinsurance business to the Parent, Executive shall be appointed President of the Companyas of the Effective Date to serve in such position at the pleasure of the CEO of the Parent, reporting on a day-to-day basis directly to the CEO of the Parent.

Duties and Responsibilities. 4.1 Executive shall(a) Employee shall initially serve as Vice-President of Engineering of the Company with day-to-day responsibility and authority for supervising all personnel involved in the design, during implementation and support of customer networks in addition to coordination and management of customer related projects. (b) Subject to the Term authority of this Agreementthe Board of Directors of the Company to modify the duties and responsibilities of Employee, devote most Employee’s powers, duties and responsibilities shall initially consist of his attention such powers, duties and expend his best effortsresponsibilities reasonably associated with the position of supervising all personnel involved in the design, energiesimplementation and support of customer networks in addition to coordination and management of customer related projects of a Company of the size and nature of the Company; provided, however, that such duties and skillsresponsibilities will not be modified in any manner which is inconsistent with the Employee’s current standing and position with the Company without the prior written consent of the Employee. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. (c) The Employee shall be employed on a full-time basis, to the business of basis by the Company and any corporation controlled by or affiliated with the Companyexpectation of working a forty (40) hour week. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive Employee agrees that he will be subject to and abide by, and will use devote his best efforts and all his skill and ability to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under hereunder to generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement shall comply for the Employee to serve on civic or cause compliance charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities (individually or collectively) do not interfere with the applicable Annual Plan and performance of the Employee’s responsibilities as an employee of the Company. (d) In addition to such services as Employee is required to render to the Company, from time to time, if requested, he shall render similar services to affiliates of the Company; provided that such services can be performed within the forty (40) hour work week described in Paragraph 3(a) above. (e) The Employee’s services initially shall be performed at 0000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx, subject to necessary temporary, travel requirements of the Company. The principal location of Employee’s services shall not be transferred more than thirty (except for emergency expenditures or special circumstances requiring an unanticipated expenditure30) deviate materially miles from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company initial location without the approval of the Board of DirectorsEmployee’s prior written consent.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business shall serve as _________________ of the Company or in such other position or positions with a level of duties and any corporation controlled by or affiliated responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliated entities as the board of directors of the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as assigned by the Board, or with the Board’s authorization, by the Company. For purposes ’s Chief Executive Officer. (b) The Executive shall devote all of his working time, attention and skills to the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the term Memorandum and Articles of Association of the "Company" shall mean , as amended and restated from time to time, and the Company guidelines, policies and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer procedures of the Company and in such other capacity as determined approved from time to time by the Board of Directors. In the performance of all of his responsibilities hereunder, Board. (c) The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees perform his duties hereunder. The Executive shall not, without the prior written consent of the Company to be subject to and abide byBoard, all policies and procedures developed by the Company’s Executive Officers, Board become an employee of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of any entity other than the Company and with his duties under this Agreement. 4.4 During each yearany member of the Group, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures be concerned or special circumstances requiring an unanticipated expenditure) deviate materially from interested in any budget category set forth business or entity that engages in the Annual Plan, incur same business in which the Company or any material additional expense or change materially the manner of operation member of the Company without Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the approval Executive from holding less than one percent (1%) of the Board outstanding equity of Directorsany Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of substantially all his or her attention and expend his or her best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. Executive shall not, during the term of this Agreement, be engaged in any other substantial business activity without the prior consent of the Board of Directors of the Company; provided, however, that this restriction shall not be construed as preventing Executive from investing his or her personal assets in passive investments in business entities which are not in competition with the Company or its affiliates. From time to time Executive may be required to work with affiliated companies. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Financial Officer of the Company and in such other capacity as determined by the Board of DirectorsPresident and Chief Executive Officer. In the performance of all of his or her responsibilities hereunder, Executive shall be subject to all of the Company’s 's policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors President and Chief Executive Officer and shall perform such duties as shall be assigned to him by the Board of DirectorsPresident and Chief Executive Officer. In performing such duties, Executive will be subject to and abide by, and will use his or her best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s President and Chief Executive Officers, Board of Directors or its Executive CommitteeOfficer. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his or her duties under this Agreement. 4.4 During each year. Should Executive discover a business opportunity that does not relate to the current or anticipated future business of the Company, Executive in he or she shall first offer such opportunity to the performance Company. Should the Board of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation Directors of the Company without not exercise its right to pursue this business opportunity within a reasonable period of time, not to exceed sixty (60) days, then Executive with the approval consent of the Board of DirectorsDirectors may develop the business opportunity for himself or herself; provided, however, that such development may in no way conflict or interfere with the duties owed by Executive to the Company under this Agreement. Further, Executive may develop such business opportunities only on his or her own time, and may not use any service, personnel, equipment, supplies, facility, or trade secrets of the Company in their development. As used herein, the term "business opportunity" shall not include business opportunities involving investment in publicly traded stocks, bonds or other securities, or other investments of a personal nature.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this AgreementAgreement unless otherwise agreed by management, devote most of his full attention and expend his best efforts, energies, and skills, skills on a full-time basis, to the business of the Company and any corporation controlled by or affiliated the Company (each, a "Subsidiary"). The Company acknowledges that Executive is engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (I) such activities are not corporate opportunities of the Company; and (ii) such activities do not interfere with the Companyperformance of Executive's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Financial Officer of the Company and or in such other capacity capacities as determined by the Board of DirectorsDirectors or its Executive Committee except as provided for under Subsection 7.1. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s Company s policies, rules, and regulations applicable to its employees executive of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board Executive Committee of Directors the Company and shall perform such duties as shall be assigned to him by the Board of DirectorsDirectors or the Executive Committee. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Executive Committee or senior management of the Company’s Executive Officers, . 4.3 Without first obtaining the written permission of the Board of Directors of the Company, or its Executive Committee, in each instance, Executive will not authorize or permit the Company to engage the services of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Subsection 4.3 shall mean and include Executive s family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive s family or in which Executive or any member of Executive s family has a direct or indirect financial interest whatsoever. 4.3 4.4 To induce the Company to enter into this Agreement, Executive hereby agrees represents and warrants to promote and develop all the Company that (I) Executive is not a party or subject to any employment agreement or arrangement with other person, firm, company, corporation or other business opportunities that come entity, (ii) Executive is subject to his attention relating no restraint, limitation or restriction by virtue of any law or rule of law or otherwise which would impair Executive s right or ability (a) to current or anticipated future business enter the employ of the Company, in a manner consistent with the best interests of the Company and with or (b) to perform fully his duties under and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of devote substantially all of his responsibilities hereundertime, energy and skills to the business of the Company. He shall perform his duties as the Board may require from time to time. Executive shall be subject to all the duly-issued instructions of the Company’s policies, rules, Board regardless of whether he supported each such instruction in his capacity as a Board member. Executive shall work faithfully and regulations applicable to its employees the best of comparable status his ability and shall efforts promoting the business interests of XxXX. Executive will discharge his duties at all times in accordance with any and all policies of WiSA and will report directly to, and shall be subject toto the direction of, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the WiSA Board of Directors. In performing such duties, Executive will shall be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business considered a key employee of the Company. Executive shall not engage in any other business duties or pursuit whatsoever, in or directly or indirectly render any services of a manner consistent business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board except for (a) boards of directors or private companies on which Executive currently serves and (b) other boards of directors to which Executive shall not devote more than sixteen (16) hours of service per month. However, the expenditure of reasonable amounts of time for education, charitable or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the best interests of the Company and with his duties services required under this Agreement. 4.4 During each year. Furthermore, this Agreement shall not be interpreted to prohibit Executive in from making passive personal investments if those activities do not materially interfere with the performance of his duties services required under this Agreement shall comply or cause compliance and if those investments do not create any conflict of interest with Executive’s duties to the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth Company; provided, however, that Executive may invest in the Annual Plan, incur any material additional expense or change materially the manner index funds without regard to conflicts of operation of the Company without the approval of the Board of Directorsinterest.

Duties and Responsibilities. 4.1 (a) Executive shall, during the Term of this Agreement, devote most of his attention shall serve as Executive Vice President and expend his best efforts, energies, and skills, on a full-time basis, to the business Chief Financial Officer of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as report to the Chief Executive Officer of the Company and in Company. In such capacity, Executive shall perform the customary duties of such positions, along with such other capacity duties as determined may be assigned to Executive from time to time by the Chief Executive Officer and/or by the Board of Directors of the Company (the "Board of Directors. In ") or a duly authorized committee thereof; PROVIDED HOWEVER that Executive shall have such responsibility and authority as is normally conferred upon such an officer. (b) During the performance of all of his responsibilities hereunderEmployment Term, Executive shall be subject devote his full time and attention during normal business hours to all the affairs of the Company’s policies, rules, Company and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees perform faithfully and efficiently his duties and responsibilities; PROVIDED, HOWEVER, that subject to the limitations of Section 8 hereof and to the prior approval of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Chief Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business Officer of the Company, Executive may serve on corporate, industry, civic or charitable Boards or committees as long as such activities do not interfere with the performance of Executive's responsibilities to the Company. Executive agrees to act at all times in a manner consistent with the best interests of the Company and with his duties under this Agreementto take no action or make any statement, oral or written, which could reasonably be expected by Executive to injure the Company's business, financial condition, results of operations, prospects, interests or reputation. 4.4 During each year(c) Executive agrees to comply at all times during the Employment Term with all applicable policies, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan rules, codes and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation regulations of the Company in effect from time to time, including, without limitation, all applicable codes of ethics or conduct and all policies regarding trading in the approval of the Board of DirectorsCompany's common stock.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of The Executive’s duties at the Company and any corporation controlled will include all jobs assigned by or affiliated with the Company. For purposes ’s Board of this Agreement, Directors (the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as “Board”) and/or the Chief Executive Officer of the Company from time to time. The Executive shall devote all of his working time, attention and in such other capacity as determined by the Board of Directors. In skills to the performance of all his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of his responsibilities hereunderAssociation of the Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to time by the Board. The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, hold any other employees employment, and shall not be concerned or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding up to 5% of outstanding shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify the Company in writing prior to his obtaining a proposed interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any board or similar body which he may then serve if the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board or any of Directors its subsidiaries or its Executive Committeeaffiliates. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) The Executive shallshall serve the Company as its Chief Executive Officer, during reporting directly to the Term Board of this Agreement, devote most Directors of his attention and expend his best efforts, energies, and skills, QL Holdings (the “Board”) or its designee. (b) The Executive shall be employed by the Company on a full-time basisbasis and during the Term shall perform the duties and responsibilities, and shall have the powers and authority, as are normally associated with the office of Chief Executive Officer and shall have such other duties, responsibilities, power and authority as may be reasonably designated from time to time by the Board. (c) Executive shall perform his duties, responsibilities and functions to the business Company hereunder to the best of the Company his abilities in a diligent, trustworthy, professional and any corporation controlled by or affiliated efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. For purposes of this Agreement, the term the "Company" shall mean the Company In performing his duties and all Subsidiaries. 4.2 During the Term of exercising his authority under this Agreement, Executive shall serve as support and implement the Chief Executive Officer of the Company business and in such other capacity as determined strategic plans approved from time to time by the Board of Directors. In and shall support and cooperate with the performance of Company’s and its Affiliates’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. (d) During the Term, the Executive shall devote all of his responsibilities hereunderbusiness time, Executive shall be subject attention and efforts, as well as his business judgment, skill and knowledge exclusively to all the advancement of the Company’s policies, rules, business and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with its Affiliates, and to the discharge of his duties under hereunder; provided, however, that the Executive may make and manage passive personal investments on behalf of the Executive and his family, or engage in other activities for any civic or non-profit institution, provided that such activities do not conflict with the interests of the Company or its Affiliates or otherwise interfere with the discharge of the Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, the Executive shall not devote any of his time or efforts to the development, advancement or operation of any other for-profit venture or activity. (e) To induce the Company to enter into this Agreement, the Executive represents and warrants to the Company that the Executive is not a party to or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, and the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive’s right or ability (i) to enter the employ of the Company or (ii) to perform fully his duties and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall4.1. The Employee’s responsibilities in the Company shall be as detailed in Annexure A to this Agreement. 4.2. The Employee shall report to the Board. Subject to the overall superintendence, during control and direction of the Term Board, the Employee shall perform such duties and responsibilities as specified under Annexure A of this Agreement, devote most as are consistent with his designation and shall also discharge such duties and responsibilities as are delegated and conferred upon him by the Board from time to time. In this regard, the Employee shall also at all times keep the Board promptly and fully informed of the discharge of his attention responsibilities, as per applicable Law and expend his best efforts, energies, and skills, on a full-time basis, to the business articles of association of the Company and any corporation controlled by or affiliated with also provide such further information, written records and/or explanation as the CompanyBoard may require. 4.3. For purposes Subject to the provisions of this Agreement, the term Employee hereby agrees and undertakes to devote the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all whole of his responsibilities hereunder, Executive shall be subject time and attention to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business Business of the Company, in a manner consistent with to the best interests of his skills and abilities, at all times, and ensuring that there is no conflict of interest in performing the Company’s duties. 4.4. The Employee shall have read and understood the Company Policies and shall be bound by any Company Policies, as revised and modified from time to time. Notwithstanding anything to the contrary, if there is any discrepancy or inconsistency between the provisions of this Agreement and the Company Policies, then the terms of this Agreement shall prevail over such Company Policies. 4.5. The Employee shall make full and true disclosure in writing to the Company of any direct or indirect interest or benefit he has derived or is likely to derive through or in connection with any contractual arrangements, dealings, transactions or affairs of the Company and with his duties under this Agreementand/or any transactions which are or are likely to be detrimental to Company’s interest, as per existing Company Policies. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shall, during shall have the Term position of this Agreement, devote most Chief Financial Officer of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, The Executive shall serve as report to the Chief Executive Officer of the Company (the "CEO"), at such times and in such other capacity detail as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, he shall reasonably require. (b) The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such executive and managerial duties and responsibilities customary to his offices and as shall are reasonably necessary to the operations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the Board of Directors. In performing such dutiesCEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive will be subject to and abide by, and (i) will use his best reasonable efforts to cause ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to be subject to engage in charitable and abide bycivic activities, all policies and procedures developed manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company’s Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive Officersowns less than 1/4 of 1% of its outstanding shares); provided, Board of Directors that such activities (individually or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business collectively) do not materially interfere with the performance of the Company, in a manner consistent with the best interests of the Company Executive's duties and with his duties responsibilities under this Agreement. 4.4 (e) During each yearthe Term, Executive in the performance of his duties under this Agreement Executive's services hereunder shall comply or cause compliance with be performed at the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation offices of the Company without the approval in New York, New York, subject to necessary travel requirements of the Board of Directorshis position and duties hereunder.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this AgreementEmployment Period, Executive shall serve as have the Chief titles of Executive Scientific and Technology Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties and responsibilities on behalf of the Company as shall reasonably may be assigned to him the Executive by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees Directors of the Company (the “Board”) or Company’s Chief Executive Officer. During the Employment Period, Executive shall report directly to be subject to and abide by, all policies and procedures developed by the Board or the Company’s Chief Executive OfficersOfficer, in the discretion of the Chief Executive Officer; provided that, Executive shall report to the Board or one or more designated members of Directors or its the Board during any period in which the Company has appointed person(s) to act as the Company’s Chief Executive Committee. 4.3 Officer on an interim basis. During the Employment Period, Executive hereby shall devote substantially all of her business time and attention to her duties and responsibilities under the Agreement; provided, however, that the Company acknowledges and agrees that it shall not be a breach of Executive’s obligations under this Section 2 for Executive, subject to promote and develop all the business opportunities that come to his attention relating to current or anticipated future business needs of the Company, in a manner consistent to (a) serve as an officer, director, or trustee of, or otherwise to participate in, educational, welfare, social, religious, and civic organizations or manage her personal and family investments, or (b) with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the prior approval of the Board Board, not to be unreasonably withheld, serve as director of Directorsany company; provided that, in no event shall Executive be authorized to breach her obligations under Section 10.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shall, during shall have the Term position of this Agreement, devote most President and Chief Operating Officer of his attention and expend his best efforts, energies, and skills, on a full-time basis, the Company. The Executive shall report directly to the business Board of Directors of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term (the "Company" shall mean Board") and the Company Chairman and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company Diversified Agency Services Division ("DAS") of Omnicom or his designee (such Chairman and Chief Executive Officer or his designee being called the "Designated Officer"), at such times and in such other capacity detail as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, it or they shall reasonably require. (b) The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such executive and managerial duties and responsibilities customary to his office and as shall are reasonably necessary to the operations of the Company and as may be assigned to him from time to time by or under authority of the Board and/or the Designated Officer, consistent with his position as designated in paragraph 3(a). (c) The Executive (i) will use his reasonable best efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the Board and/or management of Directors. In performing such dutiesDAS, Executive will be subject to and abide by(ii) will, and will at all times, use his best all reasonable efforts to cause other employees of the Company to be subject to perform his duties and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, responsibilities in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category policies set forth in the Annual Plan, incur any material additional expense or change materially "Grant of Authority" of Omnicom as from time to time in effect and the manner parameters of operation the then-current profit plan and capital expenditure budget of the Company as approved by the Chief Financial Officer of DAS, (iii) will not take any action to prevent the Company from participating in Omnicom's cash management program, (iv) will not incur obligations on behalf of the Company other than in the ordinary course of business or enter into any transaction on behalf of the Company not in the ordinary course of business without the approval of the Board and/or the Designated Officer, and (v) will not take any action to prevent the Company from abiding by the dividend, management fee and other corporate policies of Directorsthe Company, Omnicom and DAS as from time to time in effect. The Executive acknowledges that current policy of DAS is for every subsidiary to pay to its parent 90% of its profit after taxes (before management fee deductions) for the year by way of dividends and/or management fees on a quarterly basis, generally in arrears. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner; and (iii) work with other employees of the Company and its subsidiaries and DAS in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or any of its subsidiaries or engages in business competitive with that conducted by the Company or any of its subsidiaries (or, if such company does transact business with the Company or any of its subsidiaries, or does engage in a competitive business, it is a publicly held corporation and the Executive's participation is limited to owning less than 1/4 of 1% of its outstanding shares), and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the Company in Irving, Texas, subject to necessary travel requirements of his position and duties hereunder.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his full attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. Executive shall not, during the term of this Agreement, be engaged in any other business activity without the prior consent of the Board of Directors of the Company; provided, however, that this restriction shall not be construed as preventing Executive from investing his personal assets in passive investments in business entities which are not in competition with the Company or its affiliates. From time to time Executive may be required to work with affiliated companies. 4.2 During the Term of this Agreement, Executive shall serve as the Executive Vice President and Chief Executive Operating Officer of the Company and in such other capacity as may be determined by the Board of DirectorsPresident and Chief Executive Officer. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s 's policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, to the direction and control of of, the Board of Directors President and Chief Executive Officer and shall perform such duties as shall be assigned to him by the Board of DirectorsPresident and Chief Executive Officer. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s President and Chief Executive Officers, Officer and/or the Board of Directors or its Executive CommitteeDirectors. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, . Should Executive in discover a business opportunity that does not relate to the performance of his duties under this Agreement shall comply current or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation anticipated future business of the Company without Company, he shall first offer such opportunity to the approval of the Board of Directors.Company. Should the

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Treasurer and Chief Executive Financial Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as devote substantially all of his time, energy and skills to the business of the Company. He shall initially perform those duties set forth in Exhibit B of this Agreement, which duties may from time to time be modified by the Chief Executive Officer of the Company and in such other capacity as determined by (the “CEO”), with input from the Board of Directorsas appropriate. In the performance of all of his responsibilities hereunder, Executive shall be subject to all the duly-issued instructions of the CEO regardless of whether he supports each such instruction. Executive shall work faithfully and to the best of his ability and efforts promoting the business interests of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to discharge his duties at all times in accordance with any and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and will report to, and be subject to the direction of, the CEO. Executive shall not engage in any other business duties or pursuit whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO except for: (a) boards of directors of private companies and not-for-profit organizations on which Executive currently serves; and (b) other boards of directors to which Executive shall not devote on average more than 5 hours of service per month in the aggregate. The expenditure of reasonable amounts of time for education, charitable or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with his duties the services required under this Agreement. 4.4 During each year. Furthermore, this Agreement shall not be interpreted to prohibit Executive in from making passive personal investments if those activities do not materially interfere with the performance of his duties services required under this Agreement shall comply or cause compliance and if those investments do not create any conflict of interest with Executive’s duties to the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth Company; provided, however, that Executive may invest in the Annual Plan, incur any material additional expense or change materially the manner index funds without regard to conflicts of operation of the Company without the approval of the Board of Directorsinterest.

Duties and Responsibilities. 4.1 (a) During the Employment Period, the Executive shall(i) shall perform the duties assigned to him by the Company (provided that the Executive shall not be assigned tasks inconsistent with his position as a senior executive of the Company or any of its Affiliates) faithfully, during with the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basisutmost loyalty, to the best of his abilities and in the best interests of the Company; (ii) shall devote his full business time, attention and effort to the affairs of the Company, except that the Executive may serve on (x) corporate boards or committees with the prior written approval of the Company’s Board of Directors (the Company’s pre- and post- Effective Date Boards of Directors hereinafter collectively referred to herein as the “Board”), and/or (y) civic or charitable boards or committees, in either case as long as such activities do not, individually or in the aggregate, interfere with the performance of the Executive’s employment duties and responsibilities or harm the business or reputation of the Company or any of its Affiliates; and (iii) shall not engage in any corporation controlled by other business activities (whether or affiliated with not for gain, profit, or other pecuniary advantage) or any other actions which he knows or reasonably should know could harm the Companybusiness or reputation of the Company or any of its affiliates or other related entities. For purposes of this Agreement, the term the "Company" “Affiliates” shall mean any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company and all Subsidiarieshas a 20% or greater equity interest. 4.2 During the Term of this Agreement, (b) The Executive shall serve as act in conformity with the Chief Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive Officer will at all times during the Employment Period strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Company and executives. Except as provided in such Section 2(a), the Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other capacity as determined by the Board of Directors. In person, firm or company that competes, conflicts or interferes with the performance of all his duties hereunder in any material way. (c) The Executive covenants, represents and warrants that: (i) the execution, delivery and complete performance of his responsibilities hereunderthis Agreement by him does not and will not breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive shall be subject is a party or by which he is bound; and (ii) he is not a party to all of the Company’s policiesor bound by any employment or services agreement, rulesconfidentiality agreement, and regulations applicable to its employees of comparable status and shall report directly tononcompetition agreement, and shall be subject toother restrictive covenant, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to or other obligation or agreement that would or could prohibit or restrict him from being employed by the Board Company or from performing any of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shall, during shall have the Term position of this Agreement, devote most Chief Creative Officer of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, The Executive shall serve as report to the Chief Executive Officer of the Company (the "CEO"), at such times and in such other capacity detail as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, he shall reasonably require. (b) The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such executive and managerial duties and responsibilities customary to his offices and as shall are reasonably necessary to the operations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the Board of Directors. In performing such dutiesCEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive will be subject to and abide by, and (i) will use his best reasonable efforts to cause ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted (x) to be subject to engage in charitable and abide bycivic activities, all policies and procedures developed manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company’s Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive Officersowns less than 1/4 of 1% of its outstanding shares); provided, Board that such activities (individually or collectively), and (y) to continue his ownership interest in and involvement with Urban Desires, an on-line magazine, on a basis consistent with past practices; provided, that the activities (individually or collectively) specified in clauses (x) and (y) do not materially interfere with the performance of Directors the Executive's duties and responsibilities under this Agreement. The Executive further agrees that he will not sell any portion of his interest in Urban Desires to any company which either itself or its Executive Committeethrough one or more subsidiaries provides marketing, branding, advertising or other communications services. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of (e) During the CompanyTerm, in a manner consistent with the best interests Executive's services hereunder shall be performed at the offices of the Company and with his duties under this Agreement. 4.4 During each yearin New York, Executive in the performance New York, subject to necessary travel requirements of his position and duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directorshereunder.

Duties and Responsibilities. 4.1 3.1 During the Employment Period, the Executive shallshall be employed as General Counsel of the Company. The Executive shall report to the Board of Directors (“Board”), during and perform such duties and have such responsibilities, consistent with their position and past experience, as may be assigned to him from time to time, by the Term Board. 3.2 The Executive shall devote his time, attention and energies to the business and affairs of this Agreementthe Company, devote most shall faithfully, diligently and competently perform the duties of his attention and expend his best efforts, energiesemployment, and skillsshall do all reasonably within his power to promote, on a full-time basis, to develop and extend the business of the Company. Notwithstanding the foregoing, the Executive shall be permitted to serve on company, consulting, industry, civic, educational or charitable boards or committees, so long as such activities do not compete directly with the available Company services or products or unduly interfere with the performance of the Executive’s duties and any corporation controlled by or affiliated with responsibilities as an employee of the Company. For purposes of this AgreementFurthermore, the term Company recognizes that the "Company" shall mean Executive is a Managing Partner of Greenblock Capital LLC, and his work for that firm and his work providing legal services to third parties generally, provided they do not compete directly with the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent do not materially interfere with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under and responsibilities as an employee of the Company, shall be permitted and not considered a breach of this Agreement provision or this Agreement. 3.3 The Executive shall comply or cause compliance with perform his duties hereunder at the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation offices of the Company without or such other site or sites as may be selected by the approval Company within a 50 mile radius of the Board Executive’s current residence. The Executive shall be available for travel as needed for the performance of Directorshis job duties. In the event that the Company does not supply an office, the Executive, at his own expense, will maintain an office consistent with the image, mission and goals of the Company. Such office shall be appropriate for conducting business on behalf of the Company including conducting necessary business meetings.

Duties and Responsibilities. 4.1 During the Term, the Employee shall serve as an Executive shallVice President of FGX International Holdings Limited, during a British Virgin Islands corporation and the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business indirect parent of the Company (“FGX Holdings”), and any corporation controlled by or affiliated each of its subsidiaries (together with the Company. For purposes of this AgreementFGX Holdings, the term “FGX Group”), and be responsible for overall sales, profitability and business development for the "Company" FGX Group. The Employee shall mean the Company perform such duties and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve have such authority as the Chief Executive Officer of the Company may be assigned and in such other capacity as determined delegated to him from time to time by the Board President of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of FGX Holdings or the Board of Directors of FGX Holdings (the “Board”). The Employee shall at all times perform his duties and responsibilities honestly, diligently, in good faith and to the best of his ability. The Employee shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to observe and abide by, and will use his best efforts to cause other employees comply with all of the Company to be subject to and abide byrules, all regulations, policies and procedures developed established by the CompanyCompany from time to time and all applicable laws, rules and regulations imposed by governmental and regulatory authorities from time to time. The Employee’s Executive Officersemployment by the Company shall be full-time and exclusive and the Employee agrees that he will devote his full business time, Board attention and energies to the performance of Directors or its Executive Committee. 4.3 Executive hereby agrees his obligations hereunder. Notwithstanding the foregoing, the Employee shall be permitted to promote engage in charitable and develop all civic activities and manage his personal passive investments, provided such personal passive investments are not in a company which engages in a business opportunities that come to his attention relating to current or anticipated future competitive with any business of the Company, in a manner consistent FGX Group and provided that such activities do not individually or collectively interfere with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties and responsibilities under this Agreement Agreement. The Employee shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth be based in the Annual Plangreater Providence, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of DirectorsRhode Island area, subject to such travel as may be necessary to fulfill his obligations under this Agreement.

Duties and Responsibilities. 4.1 During the Employment Period, Executive shall, during (i) shall be the Term Executive Vice President & Chief Operating Officer of this Agreement, Employer and (ii) shall devote most of his full attention and expend his best efforts, energies, energies and skills, skills on a full-time basis, basis to the business of the Company (as hereinafter defined). Executive shall serve on Executive Committee of the Company. Executive shall have such authority, discretion, power and any corporation controlled responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to his position and as are currently exercised by or affiliated with afforded to him. Employer shall use its best efforts to cause Executive to be nominated as a member of Employer's management slate of directors and to be elected as a director of Employer and a member of the Executive Committee of its Board of Directors (if such a committee exists). If so elected, Executive shall serve without additional compensation as a director and member of such committee (and, if so elected or appointed, as the case may be, as an officer or director of any of Employer's subsidiaries), but if he is not so elected or appointed his compensation hereunder shall in no way be affected. During the Employment Period, Executive will be subject to all of the policies, rules and regulations applicable to Employer's senior executives. Executive shall report directly to the President and Chief Executive Officer of the Company. For all purposes of this Agreement, the term the "Company" shall mean the Company means Employer and all Subsidiariescorporations, associations, companies, partnerships, firms and other enterprises controlled by or under common control with Employer. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) The Employee shall have the title of Vice President, Chief Accounting Officer and Corporate Controller and shall report to the Executive shallVice President, during the Term Chief Financial Officer of this AgreementCapital and WSI, or his designee, and shall perform such duties, assume such responsibilities and devote most of his such time, attention and expend his best efforts, energies, and skills, on a full-time basis, energy to the business of Capital, WSI and the Affiliated Corporations as the Company shall reasonably require; PROVIDED HOWEVER that the Employee shall have such responsibility and authority as is normally conferred upon such officer. (b) The Employee shall not, during the Term, be engaged in any corporation controlled by or affiliated other activities if such activities interfere materially with the CompanyEmployee's duties and responsibilities for WSI, Capital and the Affiliated Corporations. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby Employee agrees to promote and develop act at all business opportunities that come to his attention relating to current or anticipated future business of the Company, times in a manner consistent with the best interests of the Company and with his duties under this AgreementCapital and to take no action or make any statement, oral or written, which could reasonably be expected by Employee to injure the Company or Capital's business, financial condition, results of operations, prospects, interests or reputation. 4.4 During each year(c) Employee shall (i) comply with all applicable laws, Executive rules and regulations, and all requirements of all applicable regulatory, self-regulatory, and administrative bodies; (ii) comply with the Company and/or Capital's rules, procedures, policies, requirements, and directions, including without limitation all applicable codes of corporate conduct or ethics and all policies regarding trading in the performance of his duties under this Agreement shall comply Company or cause compliance with the applicable Annual Plan and shall not Capital's common stock (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth provided that in the Annual Planevent of any conflict between the policies, incur any material additional expense or change materially the manner of operation etc. of the Company and Capital, the policies, etc. of Capital shall govern until the US Reorganization Transaction and thereafter the policies of the Company shall govern); and (iii) not engage in any other business or employment without the approval written consent of the Board of DirectorsCompany except as otherwise specifically provided herein.

Duties and Responsibilities. 4.1 The Executive shallshall perform such duties and functions as the Board may from time to time determine which are consistent with the positions as set forth on Annex A, during a copy of which is attached hereto and the Term terms of this Agreementwhich are incorporated by reference herein, devote most shall comply with the policies and reasonable directions of his attention the Board and expend his best effortsshall discharge [his][her] responsibilities in a competent and faithful manner, energies, consistent with sound business practices. The Executive and skills, on a full-the Company may amend Annex A from time basis, to time to document changes to the business of the Company and any corporation controlled by or affiliated with the Companypositions described therein. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, the Executive shall serve as the Chief Executive Officer devote all of the Company [his][her] business time, attention and in such other capacity as determined by the Board of Directors. In energies to the performance of all of his responsibilities hereunder, Executive shall be subject to all of [his][her] duties for the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, except to the extent that the Board may specifically approve any outside interests; provided that the first part of this sentence shall not preclude the Executive from (a) participating in civic duties, (b) serving as a manner consistent with the best interests member of the board of directors of any other company if the Company and with his consents in writing to such service (such consent not to be unreasonably withheld), (c) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, or (d) managing the Executive’s personal investments, in each such case to the extent that such activities do not materially impair the Executive’s ability to perform the Executive’s duties under hereunder. All current activities of the Executive as of the date of this Agreement. 4.4 During each year, Executive Agreement described in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation proviso of the Company prior sentence are approved. The Executive shall not, directly or indirectly, without the approval of the Board Board, engage or become financially interested in any other business activity which, in the reasonable judgment of Directorsthe Board, conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or pecuniary advantage.

Duties and Responsibilities. 4.1 Executive shall, (a) The Agreement is hereby amended by deleting Section 3(a) of the Agreement in its entirety and replacing it with the following: Commencing on the Amendment Effective Date and during the Term remainder of the Employment Period, Executive shall be employed and serve as the Vice Chairman of the Company. Executive shall be appointed to the position of Vice Chairman of the Company by resolution of the Board, as an officer of the Company pursuant to Section 1 of Article V of the Amended and Restated Bylaws of the Company. In his position, Executive shall serve at the pleasure of the Board, subject to the terms of the Agreement, shall report directly to the Board and shall perform such duties, functions and responsibilities during the Employment Period as shall be established by the Board as soon as practicable following the Amendment Effective Date, as well as such other duties and responsibilities commensurate with Executive’s position as may be reasonably and lawfully directed by the Board from time to time. (b) The Agreement is hereby further amended by deleting the last sentence of Section 3(b) of the Agreement in its entirety and replacing it with the following: Notwithstanding the foregoing or any other provision of this Agreement, devote most it shall not be a breach or violation of his attention and expend his best efforts, energies, and skills, on a full-time basis, this Agreement for Executive to the business of the Company and any corporation controlled by or affiliated (i) with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the advance approval of the Board or the Governance Committee of Directorsthe Board (not to be unreasonably withheld), serve on up to two (2) corporate, civic or charitable boards or committees (in addition to those set forth on Schedule I attached hereto, which have previously been approved by the Board), (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Company in accordance with this Agreement.

Duties and Responsibilities. 4.1 (a) During the 2002 Agreement Term, Executive shall, during the Term of this Agreement, devote most of his attention shall be employed full time as Chief Executive Officer and expend his best efforts, energies, and skills, on a full-time basis, to the business President of the Company and any corporation controlled shall perform all duties and accept all responsibilities incidental to such position or as may be assigned to him from time to time by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the 's Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and he shall report directly to, and shall be subject to, the direction and control of cooperate fully with the Board of Directors and other executive officers of the Company. During the 2002 Agreement Term Executive shall also be available to perform such similar duties as on behalf of subsidiaries or divisions of the Company. During the 2002 Agreement Term Executive shall be assigned to him at all times comply with policies and procedures adopted by the Company and ratified by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other Directors for employees of the Company to be subject to and abide byits subsidiaries, all including without limitation the procedures and policies and procedures developed adopted by the Company’s Company regarding conflicts of interest. In the event the Company and Executive Officers, Board determine that it is in the best interest of Directors or its Executive Committee. 4.3 Executive hereby agrees the Company to promote and develop all business opportunities that come to his attention relating to current or anticipated future business appoint a separate individual as President of the Company, such appointment shall not be considered a diminution in duties for purposes of Section 8 below. (b) Executive represents and covenants to the Company that he is not subject, or a manner consistent party, to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Executive from executing this 2002 Agreement or from performing his duties and responsibilities hereunder during the 2002 Agreement Term or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Executive by the Company or the scope of assistance to which he may now or in the future provide to subsidiaries or divisions of the Company, including without limitation any duties and responsibilities relating to the development, production and/or sale of (i) superconductive wire and materials, (ii) permanent and superconductive magnet systems, or RF coils, used in MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, or (vi) products related to any other business in which the Company or any of its affiliates is engaged as of the date of Executive's separation of employment with the best interests of the Company and with his duties under this Agreementfor any reason whatsoever. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 (a) During the Term of this Agreement2000 Agreement Term, Executive shall serve as the Chief Executive Officer and President of the Company and in shall perform all duties and accept all responsibilities incidental to such other capacity position or as determined may be assigned to him from time to time by the Company's Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and he shall report directly to, and shall be subject to, the direction and control of cooperate fully with the Board of Directors and other executive officers of the Company. During the 2000 Agreement Term Executive shall also be available to perform such similar duties as on behalf of subsidiaries or divisions of the Company. During the 2000 Agreement Term Executive shall be assigned to him at all times comply with policies and procedures adopted by the Company and ratified by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other Directors for employees of the Company to be subject to and abide byits subsidiaries, all including without limitation the procedures and policies and procedures developed adopted by the Company’s Executive Officers, Board Company regarding conflicts of Directors or its Executive Committeeinterest. 4.3 (b) Executive hereby agrees represents and covenants to promote the Company that he is not subject, or a party, to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Executive from executing this 2000 Agreement or from adhering to the terms and develop all business opportunities that come provisions of the 1998 Agreement and the 1999 Agreement, and performing his duties and responsibilities hereunder during the 2000 Agreement Term or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to his attention relating Executive by the Company or the scope of assistance to current which he may now or anticipated in the future business provide to subsidiaries or divisions of the Company, including without limitation any duties and responsibilities relating to the development, production and/or sale of (i) superconductive wire and materials, (ii) permanent and superconductive magnet systems, or RF coils, used in a manner consistent MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the U.S. strategic defense initiative program, (vii) CFC replacement products, or (viii) products related to any other business in which the Company or any of its affiliates is engaged as of the date of Executive's separation of employment with the best interests of the Company and with his duties under this Agreementfor any reason whatsoever. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention Employee shall be employed as President and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by Company, reporting directly to the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control Chairman of the Board of Directors of the Company. As President and Chief Executive Officer, Employee shall perform such have overall, day-to-day management responsibilities of the Company, in addition to any specific duties and responsibilities as shall may be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees Chairman of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company. The Employee shall devote substantially all of his business time, attention and energies to the Company, shall act at all times in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each yearCompany, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except during the term of this Employment Contract be engaged in any other business activity, whether or not such business is pursued for emergency expenditures gain, profit, or special circumstances requiring an unanticipated expenditure) deviate materially other pecuniary advantage. Notwithstanding the foregoing, this Employment Contract shall not be construed as preventing Employee from investing his personal assets in any budget category set forth form or manner that will not require any services by Employee in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without affairs of the approval business in which such investments are made; provided, however, that Employee shall not be permitted to make investments in any business competing with the business of the Company. Further, notwithstanding the foregoing provisions, this Employment Contract shall not be construed as preventing the Employee from serving as a member of the board of directors of any company as long as such service has been approved by the Chairman of the Board of Directorsand such service does not distract the Employee from his duties hereunder.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his reasonable best efforts, energies, and skills, on a full-time basis, skills to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. From time to time Executive may be required to work with affiliated companies. 4.2 During the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. Executive shall have such duties as the Board of Directors shall from time to time prescribe hereunder. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s =s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 To induce the Company to enter into this Agreement, the Executive hereby agrees represents and warrants to promote the Company that except as set forth on Schedule 4.3 and develop all business opportunities that come to his attention relating to current or anticipated future business excluding affiliates of the Company, in (a) the Executive is not a manner consistent party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, (b) the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive's right or ability (i) to enter the employ of the Company, or (ii) to perform fully his duties and obligations pursuant to this Agreement, and (c) to the best interests of the Company and with his duties under this AgreementExecutive's knowledge no material litigation is pending or threatened against any business or business entity owned or controlled or formerly owned or controlled by Executive. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this AgreementAgreement unless otherwise agreed by management, devote most of his full attention and expend his best efforts, energies, and skills, skills on a full-time basis, to the business of the Company and any corporation controlled by or affiliated the Company (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not interfere with the Companyperformance of Executive's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer Vice-President of Development of the Company and or in such other capacity capacities as determined by the Board of DirectorsDirectors of the Company. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s 's policies, rules, and regulations applicable to its employees executive of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and the President of the Company and shall perform such duties as shall be assigned to him by the Board of DirectorsDirectors and the President of the Company. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committeeand the President of the Company. 4.3 To induce the Company to enter into this Agreement, Executive hereby agrees represents and warrants to promote and develop all the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with other person, firm, company, corporation or other business opportunities that come entity, (ii) Executive is subject to his attention relating no restraint, limitation or restriction by virtue of any law or rule of law or otherwise which would impair Executive's right or ability (a) to current or anticipated future business enter the employ of the Company, in a manner consistent with the best interests of the Company and with or (b) to perform fully his duties under and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 During the Employment Term, Employee is hereby employed as set forth in Exhibit A. During the Employment Term, Employee shall perform all duties and accept all responsibilities incident to such positions and other appropriate duties as may be assigned to Employee by the Company’s Chief Executive shallOfficer, during the Term board of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business directors of the Company and any corporation controlled by (the “Board of Directors”), or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity person as determined by the Board of DirectorsCompany from time to time. In the performance of all of his responsibilities hereunder, Executive The Company shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the retain full direction and control of the Board manner, means and methods by which Employee performs the services for which he is employed hereunder and of Directors and shall perform the place or places at which such duties as services shall be assigned rendered. During the Employment Term, Employee shall report directly to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business such other person as determined by the Company. In furtherance of the Companyforegoing, in a manner consistent with Employee shall, subject to the best interests of the Company direction and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval instruction of the Board of Directors: (a) devote such amount of hours per week as required by the Board of Directors or such other person as determined by the Company from time to time, and will diligently and to the best of Employee’s ability perform all duties incident to Employee’s employment hereunder; (b) use Employee’s best efforts to promote the interests of the Company; and (c) perform such other duties as the Company may from time to time direct.

Duties and Responsibilities. 4.1 The Company hereby employs Executive, and Executive shallhereby accepts employment, subject to the terms and conditions contained herein, during the Term of this AgreementTerm, devote most of his attention and expend his best efforts, energiesas President - WGN America & Tribune Studios, and skillsExecutive shall have such duties and responsibilities customarily exercised by an individual serving in such a capacity. During the Term, on a full-Executive agrees to be employed by and devote substantially all of Executive’s business time basisand attention to the Company and the promotion of its interests; provided, however, that, to the business extent that such activities do not violate the terms of, or interfere with his performance of the Company his duties, services and any corporation controlled by or affiliated with the Company. For purposes of responsibilities under, this Agreement, the term Executive shall be permitted to manage his personal, financial and legal affairs and participate in such civic and philanthropic activities as he shall determine appropriate. Except as expressly set forth herein or as consented to by the "Company" Board of Directors of the Company (the “Board”), during the Term, Executive shall mean not be permitted to become engaged in or render services for any Person other than the Company and all Subsidiaries. 4.2 During the Term of this Agreement, its Affiliates. Executive shall serve perform such lawful duties and responsibilities as reasonably directed from time to time by the Chief Executive Officer of the Company and in such other capacity as determined by or, if the Board Merger has been completed, Xxxxxxxx Broadcast Group, Inc.’s Chief Executive Officer or head of Directorsbroadcasting. In Executive shall report directly to the performance Chief Executive Officer of all of his responsibilities hereunderthe Company. During the Term, upon request, Executive shall be subject to all serve as an officer and/or director of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors one or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business more subsidiaries of the Company, in a manner provided that such activities shall be reasonably connected to his duties hereunder, and Executive shall have been afforded indemnification and director and officer liability insurance coverage consistent with the best interests of the Company and that provided in connection with his duties under this Agreementprimary activities. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer Vice President of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall1.1 As of 28 of November, during 2010, (the Term “Effective Date”), the Employee shall be employed by the Company and shall perform the activities and projects assigned to him by the CEO of this Agreementthe Company. The Employee shall be employed on a full time job basis. 1.2 The Employee shall report directly to the CEO of the Company. 1.3 Except as specifically agreed in advance and in writing by the Company, so long as the Employee is employed by the Company, the Employee (i) shall devote most his full working time and best efforts to the business and affairs of the Company and the performance of his attention and expend his best effortsduties hereunder; (ii) shall not engage in or be associated with, energiesdirectly or indirectly, and skills, on a full-time basis, to any other business which is competitive with the business of the Company namely in the field of invasive medical devices (hereinafter the “Field”); and (iii) shall not undertake or accept any corporation controlled other paid or unpaid employment or occupation, or use his professional skill for any purpose in the Field whether for his benefit of for the benefit of a third party. 1.4 The Employee's employment may require travel outside Israel and the Employee agrees to such travel as may be necessary in order to fulfill his duties hereunder. 1.5 The Employee's duties and responsibilities shall include but not be limited to those duties and responsibilities customarily performed by a ­­­­­­­­­­­­VP Business Development. 1.6 The parties hereto confirm that this is a personal employment contract and that the relationship between the parties hereto shall not be subject to any general or affiliated special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors. 1.7 The Company shall determine the scope of the Employee's office and authorities in the Company, and be entitled to change same in accordance with the Company. For purposes 's need and at its sole discretion, which such changes shall not be deem causing an adverse change in the Employee's terms of this Agreement, employment and the term the "Company" Employee shall mean not have any claim against the Company and all Subsidiariesin this regard. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of 1.8 The Employees understands that the Company shall provide him with a PC and in such other capacity / or laptop computer and an email account as determined by the Board of Directors. In the performance of all part of his responsibilities employment hereunder, Executive . The Employees hereby confirm that such computers and emaol account shall be subject to all the sole property of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to. Therefore, the direction Employee is hereby irrevocably (i) undertakes not to use such computers and control of the Board of Directors email address for personal use; and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to (ii) empowers and abide by, and will use his best efforts to cause other employees of authorizes the Company to monitor and/or save any communication made through such computers and email address. Such email monitoring shall not be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business considered under any circumstances as a breach of the Company, in a manner consistent with the best interests of the Company and with his duties under this AgreementEmployee right for privacy. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shallDuring Employee’s employment with the Company, Employee shall at all times: (i) comply with the terms and conditions set forth in this Agreement; (ii) perform and carry out such responsibilities, duties, and authorities as the Company may direct, designate, request of, or assign to Employee from time to time, which shall include, but not necessarily be limited to, such responsibilities, duties, and authorities that are typically performed by and assigned to employees in similar positions within similar companies; (iii) perform the duties and carry out the responsibilities assigned to him by the Company to the best of his ability, in a trustworthy, business-like, and efficient manner for the purpose of advancing the business and interests of the Company; (iv) devote sufficient time, attention, effort, and skill to his position with and the business of the Company; (v) comply with and abide by the Company’s policies, practices, and procedures (as may be amended or otherwise modified from time to time by the Company); and (vi) comply with all laws, rules, regulations, and licensing requirements of, or that may be applicable to, his employment with the Company. In the event that any term(s) of this Agreement conflicts with a term(s) of any employee handbook, policy, practice, or procedure adopted or maintained, at any time, by the Company, the term(s) of this Agreement shall control and supersede such conflicting term(s). In particular but without prejudice to the foregoing, during Employee’s employment with the Term of this AgreementCompany, devote most of his attention and expend his best efforts, energies, and skills, Employee shall carry on a full-time basis, to the business duties on behalf of the Company and any corporation controlled affiliate company including, (i) if so required by or affiliated the Company, acting as an officer of the Company, (ii) complying with the articles of association as amended from time to time of the Company, (iii) abiding by any statutory, fiduciary, or common law duties which may apply to his position, (iv) not doing anything that could result in any legal or regulatory restriction which would cause him to be unable to perform his duties, (v) doing such things within his control as are necessary to ensure compliance by himself and the Company or any relevant affiliate with the United States Securities and Exchange Commission Rules and Regulations, the Alternative Investment Market Rules of the London Stock Exchange and any regulatory code to the extent it is considered relevant by the Company, (vi) complying with all requirements, recommendations, or regulations as amended from time to time of the Financial Industry Regulatory Authority in the United States and the Financial Conduct Authority in the United Kingdom and all regulatory authorities relevant to the Company or any affiliate company, (vii) complying with any code of practice issued by the Company as amended from time to time relating to dealing in securities of the Company or any affiliate company, and (viii) complying with the requirements under both legislation and regulation in respect of the disclosure of inside information. For purposes Notwithstanding anything to the contrary in this Agreement, Employee shall be permitted to serve on the board of directors of any other entity or organization to the extent that doing so does not (i) involve an entity with which the Company has a material vendor relationship or is deemed to be a competitor, (ii) interfere, or create a conflict of interest, with Employee’s duties and obligations to the Company, or (iii) otherwise violate any provision of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of Employee obtaining prior written approval from the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, (a) Executive’s area of responsibility during the Term Employment Period shall be that of this Agreement, devote most Chief Operating Officer of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company ACT and any corporation controlled by such other position as an officer or affiliated with director of a subsidiary of ACT to which the CompanyACT CEO or the Board may appoint him. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as directly report to the Chief Executive Officer of ACT (the Company and in "ACT CEO"), or such other capacity senior executive officer of ACT, as determined from time to time by the Company. The services to be rendered by Executive pursuant to this Agreement shall consist of such services as defined and directed by the Board of Directors. In or the performance of all ACT CEO. (b) During the Employment Period, Executive shall serve the Company faithfully and to the best of his ability; shall devote his entire working time, attention, energy and skill to his employment and the benefit and business of the Company; and shall use his best efforts, skills and ability to promote its interests and to perform such duties as from time to time may be reasonably assigned to him and are consistent with his titles and positions with the Company. (c) During the Employment Period, in addition to any other duties or responsibilities hereunderthe Company gives to Executive, Executive shall be subject required to sign, and shall sign, all certifications and such other documents or instruments required of an executive of a public company or otherwise by (i) the Securities and Exchange Commission, (ii) any exchange or association on which the Company's shares of capital stock are listed, (iii) any federal, state or local authority, (iv) any other governmental, quasi-governmental or non-governmental entity or organization (foreign or domestic) that regulates or has authority over the Company, and/or (v) the Company in connection with any of the foregoing. (d) During the Employment Period, Executive shall be required to be physically present at ACT’s headquarters, currently located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx a regular basis and no less than four (4) days per month to ensure the efficient conduct of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committeebusiness. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shallDuring Employee’s employment with the Company, Employee shall at all times: (i) comply with the terms and conditions set forth in this Agreement; (ii) perform and carry out such responsibilities, duties, and authorities as the Company may direct, designate, request of, or assign to Employee from time to time, which shall include, but not necessarily be limited to, such responsibilities, duties, and authorities that are typically performed by and assigned to employees in similar positions within similar companies; (iii) perform the duties and carry out the responsibilities assigned to him by the Company to the best of his ability, in a trustworthy, business-like, and efficient manner for the purpose of advancing the business and interests of the Company; (iv) devote sufficient time, attention, effort, and skill to his position with and the business of the Company; (v) comply with and abide by the Company’s policies, practices, and procedures (as may be amended or otherwise modified from time to time by the Company); and (vi) comply with all laws, rules, regulations, and licensing requirements of, or that may be applicable to, his employment with the Company. In the event that any term(s) of this Agreement conflicts with a term(s) of any employee handbook, policy, practice, or procedure adopted or maintained, at any time, by the Company, the term(s) of this Agreement shall control and supersede such conflicting term(s). In particular but without prejudice to the foregoing, during Employee’s employment with the Term of this AgreementCompany, devote most of his attention and expend his best efforts, energies, and skills, Employee shall carry on a full-time basis, to the business duties on behalf of the Company and any corporation controlled affiliate company including, (i) if so required by or affiliated the Company, acting as an officer of the Company, (ii) complying with the articles of association as amended from time to time of the Company, (iii) abiding by any statutory, fiduciary, or common law duties which may apply to his position, (iv) not doing anything that could result in any legal or regulatory restriction which would cause him to be unable to perform his duties, (v) doing such things within his control as are necessary to ensure compliance by himself and the Company or any relevant affiliate with the AIM Rules and any regulatory code to the extent it is considered relevant by the Company, (vi) complying with all requirements, recommendations, or regulations as amended from time to time of the Financial Conduct Authority and all regulatory authorities relevant to the Company or any affiliate company, (vii) complying with any code of practice issued by the Company as amended from time to time relating to dealing in securities of the Company or any affiliate company, and (viii) complying with the requirements under both legislation and regulation in respect of the disclosure of inside information. For purposes Notwithstanding anything to the contrary in this Agreement, Employee shall be permitted to serve on the board of directors of any other entity or organization to the extent that doing so does not (i) involve an entity with which the Company has a material vendor relationship or is deemed to be a competitor, (ii) interfere, or create a conflict of interest, with Employee’s duties and obligations to the Company, or (iii) otherwise violate any provision of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of Employee obtaining prior written approval from the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this AgreementAgreement unless otherwise agreed by management, devote most of his full attention and expend his best efforts, energies, and skills, skills on a full-time basis, to the business of the Company and any corporation controlled by or affiliated the Company (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not interfere with the Companyperformance of Executive's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company and or in such other capacity capacities as determined by the Board of DirectorsDirectors except as provided for under Subsection 7. 1. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s 's policies, rules, and regulations applicable to its employees executive of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors of the Company and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive CommitteeDirectors. 4.3 To induce the Company to enter into this Agreement, Executive hereby agrees represents and warrants to promote and develop all the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with other person, firm, company, corporation or other business opportunities that come entity, (ii) Executive is subject to his attention relating no restraint, limitation or restriction by virtue of any law or rule of law or otherwise which would impair Executive's right or ability (a) to current or anticipated future business enter the employ of the Company, in a manner consistent with the best interests of the Company and with or (b) to perform fully his duties under and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall(a) Employee shall initially serve as Vice-President of Sales of the Company with day-to-day responsibility and authority for overseeing sales operations, during marketing efforts and vendor relationships. (b) Subject to the Term authority of this Agreementthe Board of Directors of the Company to modify the duties and responsibilities of Employee, devote most Employee’s powers, duties and responsibilities shall initially consist of his attention such powers, duties and expend his best effortsresponsibilities reasonably associated with the position of overseeing sales operations, energiesmarketing efforts and vendor relationships of a Company of the size and nature of the Company; provided, however, that such duties and skillsresponsibilities will not be modified in any manner which is inconsistent with the Employee’s current standing and position with the Company without the prior written consent of the Employee. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. (c) The Employee shall be employed on a full-time basis, to the business of basis by the Company and any corporation controlled by or affiliated with the Companyexpectation of working a forty (40) hour week. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive Employee agrees that he will be subject to and abide by, and will use devote his best efforts and all his skill and ability to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under hereunder to generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement shall comply for the Employee to serve on civic or cause compliance charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities (individually or collectively) do not interfere with the applicable Annual Plan and performance of the Employee’s responsibilities as an employee of the Company. (d) In addition to such services as Employee is required to render to the Company, from time to time, if requested, he shall render similar services to affiliates of the Company; provided that such services can be performed within the forty (40) hour work week described in Paragraph 3(a) above. (e) The Employee’s services initially shall be performed at 0000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx, subject to necessary temporary, travel requirements of the Company. The principal location of Employee’s services shall not be transferred more than thirty (except for emergency expenditures or special circumstances requiring an unanticipated expenditure30) deviate materially miles from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company initial location without the approval of the Board of DirectorsEmployee’s prior written consent.

Duties and Responsibilities. 4.1 Executive shallEmployee shall perform all the duties (including but not limited to exercising all the powers) of the position of Chief Financial Officer (or such other position as Employee may hold from time to time). Employee shall also perform all additional and/or alternative duties (whether temporary or permanent) commensurate with Employee’s status as the Company may reasonably assign to or vest in Employee from time to time. Employee must: (i) devote Employee’s whole time and attention during working hours to the business and affairs of the Company; (ii) faithfully and diligently serve the Company to the best of Employee’s power, during skill and ability; (iii) perform Employee’s duties in accordance with the Term of this Agreementhighest standards; (iv) comply with all Company policies, devote most of his attention and expend his best efforts, energiespractices, and skillsprocedures (as may be amended or otherwise modified from time to time by the Company); (v) comply with all laws, on a full-time basisrules, regulations, and licensing requirements of, or that may be applicable to, Employee’s employment with the Company; and, (vi) comply with all lawful directions given to Employee (although Employee recognizes that the Company expects to be able to rely upon Employee to discharge all the duties of your position properly, without significant instruction); and give to the Company all such information as it may reasonably require in connection with the business of the Company. Employee must keep informed of all Company rules, policies, and procedures, and any corporation controlled by such changes thereto. Breach of any Company rules, policies or affiliated with the Company. For purposes of this Agreementprocedures may result in disciplinary action, the term the "Company" shall mean the Company up to and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directorsincluding termination. In the performance event that any term(s) of all this Agreement conflicts with a term(s) of his responsibilities hereunderany employee handbook, Executive shall be subject to all of the Company’s policiespolicy, rulespractice, and regulations applicable to its employees of comparable status and shall report directly toor procedure adopted or maintained, and shall be subject toat any time, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board the term(s) of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan control and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directorssupersede such conflicting term(s).

Duties and Responsibilities. 4.1 Executive shall4.1. So long as he is employed hereunder, during Employee agrees to provide services relating to the Term employee benefits and human resources products and services offered from time to time by the Corporation in the manner described in Subparagraph 4.3 and to perform general management and administrative responsibilities and any other duties reasonably assigned by Corporation, including, but not limited to, appropriate activities to maintain and improve Corporation’s reputation in the community and the consulting, pension, insurance and financial services industries. Employee shall perform all duties in accordance with Corporation standards and guidelines. 4.2. All funds, included but not limited to, commissions, premiums, fees and charges on all consulting, insurance and financial services and products business transacted through the efforts of this AgreementEmployee shall be invoiced to the insured or purchaser by Corporation or any provider it represents. All checks or bank drafts received by the Employee from a purchaser shall be made payable to Corporation or any provider company it represents; and all premiums and fees shall be collected by Employee in name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, devote most of his attention and expend his best effortsso long as Employee is employed hereunder, energies, and skills, on a full-time basisEmployee shall faithfully execute, to the business best of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreementhis ability, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in Paragraphs 1 and 4 and devote his substantially full business time and use his ability and influence to promote the Annual PlanCorporation’s success. The foregoing is not intended to restrict the passive investment activities of Employee. All consulting, incur insurance and financial services and products business transacted through the efforts of Employee shall, be the sole property of Corporation and Employee shall have no right to share in any material additional expense commission or change materially the manner of operation of the Company without the approval of the Board of Directorsfees resulting from such business, except as may be specifically provided hereby.

Duties and Responsibilities. 4.1 x. Xxxxxxx hereby retains the services of Executive shallin the non-exclusive role of interim Chief Executive Officer of the Company. Subject at all times to the direction of the Board of Directors of the Company (the “Board”), during Executive shall have direct responsibility over, and be held accountable to the Term Board for, corporate operations, sales, marketing, and operational budgeting. Executive will also perform other services and duties as the Board shall determine, without any additional compensation. Executive shall not be required to mitigate the amount of any payment provided for in this AgreementSection 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by Executive as the result of employment by another employer or business or by profits earned by Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against Executive for any reason. Notwithstanding anything herein to the contrary, the benefits to Executive under this Agreement shall be reduced by the amount of any insurance proceeds payable to Executive. b. Executive shall confer with the Board and the other Officers of the Company regarding ideas and proposals with respect to the overall technological and commercial direction of the Company. c. This Agreement supersedes any prior understandings, agreements or representations, written or oral, between the Executive and/or entities under Executive’s control, and the Company, and/or its subsidiaries, which are hereinafter canceled as of the Effective Date. d. Executive shall devote most such amount of his attention and expend his best effortsor her time, energiesattention, and skills, on a full-time basis, energies to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean as the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as reasonably and mutually agree is necessary for Executive to fulfill the Chief Executive Officer duties and responsibilities of the Company and in such other capacity as determined by Position. Provided that none of the Board Parallax Health Sciences, Inc.Executive Agreement Xxxxx ChoiPage 1 of Directors. In 9 additional activities materially interfere with the performance of all the duties and responsibilities of his responsibilities hereunderExecutive. Nothing in this Section 5, shall prohibit Executive shall be subject to all from (a) serving as a director or member of a committee of, making investments in, consulting or working with entities that do not, in the good faith determination of the Company’s policiesBoard, rulescompete directly with the Company or otherwise create, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, in the direction and control good faith determination of the Board Board, a conflict of Directors and shall perform such duties as shall be assigned to him by interest with the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company; (b) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his or her area of expertise; (c) serving as a director or trustee of any governmental, charitable or educational organization or (d)engaging in a manner consistent additional activities in connection with the best interests of the Company personal investments and community affairs; provided that such activities are not inconsistent with his duties under this Agreement. 4.4 During each year, Executive in the performance of his Executive’s duties under this Agreement shall comply or cause compliance with and do not violate the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner terms of operation of the Company without the approval of the Board of DirectorsSection 1.

Duties and Responsibilities. 4.1 (a) Executive shall, during the Term of this Agreement, devote most of his attention shall serve as President and expend his best efforts, energies, and skills, on a full-time basis, to the business Chief Operating Officer of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as report to the Chief Executive Officer of the Company and in Company. In such capacity, Executive shall perform the customary duties of such positions, along with such other capacity duties as determined may be assigned to Executive from time to time by the Chief Executive Officer and/or by the Board of Directors of the Company (the "Board of Directors. In ") or a duly authorized committee thereof; PROVIDED, HOWEVER that Executive shall have such responsibility and authority as is normally conferred upon such an officer. (b) During the performance of all of his responsibilities hereunderEmployment Term, Executive shall be subject devote his full time and attention during normal business hours to all the affairs of the Company’s policies, rules, Company and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees perform faithfully and efficiently his duties and responsibilities; PROVIDED, HOWEVER, that subject to the limitations of Section 8 hereof and to the prior approval of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Chief Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business Officer of the Company, Executive may serve on corporate, industry, civic or charitable Boards or committees as long as such activities do not interfere with the performance of Executive's responsibilities to the Company. Executive agrees to act at all times in a manner consistent with the best interests of the Company and with his duties under this Agreementto take no action or make any statement, oral or written, which could reasonably be expected by Executive to injure the Company's business, financial condition, results of operations, prospects, interests or reputation. 4.4 During each year(c) Executive agrees to comply at all times during the Employment Term with all applicable policies, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan rules, codes and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation regulations of the Company in effect from time to time, including, without limitation, all applicable codes of ethics or conduct and all policies regarding trading in the approval of the Board of DirectorsCompany's common stock.

Duties and Responsibilities. 4.1 Executive shall, during (a) During the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes term of this Agreement, the term Executive shall perform all duties and accept all responsibilities incident to the "position which she holds, and other appropriate duties as may be assigned to the Executive assigned by the Company" ’s Board of the Directors (the “Board”) or the Company’s Chief Executive Officer, as the case may be. (b) The Executive shall mean devote all of his working time, attention and skills to the performance of his duties at the Company and all Subsidiaries. 4.2 During shall faithfully and diligently serve the Term of Company in accordance with this Agreement, Executive shall serve the Articles of Incorporation and Bylaws of the Company, as amended and restated from time to time (the Chief Executive Officer “Charter of Documents”), and the guidelines, policies and procedures of the Company and in such other capacity as determined approved from time to time by the Board of Directors. In the performance of all of his responsibilities hereunder, Board. (c) The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees perform his duties hereunder. The Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), become an employee of any entity other than the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors any subsidiary or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business affiliate of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except work either on a part-time or independent contracting basis for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth other business in the Annual Plan, incur any material additional expense or change materially the manner of operation of which the Company without engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the approval Executive from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Board Company in writing of Directorshis security holdings or other ownership interests in a Competitor, in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. 4.1 Executive shall, during (a) During the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this AgreementTerm, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive Employee shall serve as the President and Chief Executive Operating Officer of the Company and in such other capacity as determined by the Board of DirectorsCompany. In the performance of all of his responsibilities hereunderas the President and Chief Operating Officer, Executive the Employee shall be subject to all of the Company’s 's policies, rules, rules and regulations applicable to its employees Employees of comparable status and shall report directly to, and shall be subject to, to the direction and control of of, the Board of Directors of the Company (the "Board"), and shall perform such duties as shall be assigned to him by the Board of DirectorsBoard. In performing such duties, Executive the Employee will be subject to and will substantially abide by, and will use his best reasonable efforts to cause other employees of the Company to be subject to and substantially abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees (b) During the Term, the Employee shall devote all of his business time, energies, skills and attention to promote the affairs and develop all business opportunities that come to his attention relating to current or anticipated future business activities of the Company, . The Employee shall provide the services to the Company described in this Agreement in a professional and diligent manner and in a manner consistent with the best interests highest standards of the Company and with his duties under this Agreement. 4.4 During each year, Executive performance in the performance retail food industry. During the Term, the Employee shall not devote any of his duties under this Agreement shall comply business time, energies, skills or cause compliance with attention to the applicable Annual Plan and shall not (except for emergency expenditures affairs or special circumstances requiring an unanticipated expenditure) deviate materially from activities of any budget category set forth in the Annual Planother business or organization, incur any material additional expense or change materially the manner of operation of the Company without the prior approval of the Board (which approval shall not be unreasonably withheld). The Employee shall provide to the Board, on a quarterly basis, a description of Directorsany involvement with any other business or organization, such description to include (i) the name of the company or organization; (ii) type of involvement; and (iii) type of product; provided, however, that no description is required for a quarter where there has been no change from the description last provided to the Board. (c) To induce the Company to enter into this Agreement, the Employee represents and warrants to the Company that: (i) the Employee is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity and the Employee is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Employee's right or ability (A) to enter the employ of the Company, or (B) to perform fully his duties and obligations pursuant to this Agreement, and (ii) to the Employee's knowledge, no material litigation is pending or threatened against any business or business entity owned or controlled or formerly owned or controlled by the Employee.

Duties and Responsibilities. 4.1 Executive shall, during the Term The Employee agrees to serve as President and Chief Operating Officer of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean Employee’s duties at the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such will also include other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be relevant jobs assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of the Directors (the “Board”) or its Executive Committee. 4.3 Executive hereby agrees the CEO. The Employee shall devote all of his working time, attention and skills to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under and shall serve the Company in accordance with this Agreement Agreement, and the guidelines, policies and procedures of the Company as approved from time to time by the Board. During the employment, the Employee shall comply or cause compliance with not, without the applicable Annual Plan prior consent of the Board, become an employee of any entity other than the Company and any subsidiary of the Company, and shall not (except for emergency expenditures be concerned or special circumstances requiring an unanticipated expenditure) deviate materially interested in any other business directly competitive with that carried on by the Company. The Company shall have the sole discretion to determine, and shall notify the Employee, from time to time, as to which other companies are deemed to be in business directly competitive with that carried on by the Company. Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in any budget category set forth in shares or other securities of such companies that are listed on any securities exchange or recognized securities market anywhere, provided that the Annual Plan, incur any material additional expense or change materially the manner of operation of Employee shall notify the Company without in writing of his existing interest in such shares or securities in a timely manner and with such details and particulars as the approval of Company may reasonably require, provided further that before the Board of DirectorsEmployee obtains such additional interest or such additional shares, the Employee shall first notify the Company in writing and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. 4.1 (a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a Chief Technology Officer of a U.S. listed public company with its primary operations in the People’s Republic of China. As Chief Technology Officer of the Company, the Executive shallshall be primarily responsible for research and development, during and production management of the Term Company, as well as all tasks and responsibilities normally associated with Chief Technology Officer of this Agreement, devote most a business of similar size and nature to the Company. During the term of his Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Chief Technology Officer. (b) The Executive shall devote all of his working time, attention and expend his best efforts, energies, and skills, on a full-time basis, skills to the business performance of his duties to the Company and any corporation controlled by or affiliated the Group and shall faithfully and diligently serve the Company and the Group in accordance with the Company. For purposes of this Agreement, the term memorandum and articles of association of the "Company" shall mean , as amended and restated from time to time, and the Company guidelines, policies and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer procedures of the Company and in such other capacity as determined approved from time to time by the Board of Directors. In the performance of all of his responsibilities hereunder, Board. (c) The Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees perform his duties hereunder. The Executive shall not, without the prior written consent of the Company to be subject to and abide byBoard, all policies and procedures developed by the Company’s Executive Officers, Board become an employee of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of any entity other than the Company and with his duties under this Agreement. 4.4 During each yearany member of the Group, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures be concerned or special circumstances requiring an unanticipated expenditure) deviate materially from interested in any budget category set forth business or entity that engages in the Annual Plan, incur same business in which the Company or any material additional expense or change materially the manner of operation member of the Company without Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the approval Executive from holding less than one percent (1%) of the Board outstanding equity of Directorsany Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. 4.1 (a) During the Term, the Executive shallshall have the position of Senior Vice President, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, Chief Financial Officer. The Executive shall report to the business President of the Company and/or such other person or persons as the President or the Board of Directors of the Company (the "BOARD") may from time to time designate, at such times and in such detail as they shall reasonably require. (b) The Executive shall have all of the powers, duties and responsibilities customary to his office as are reasonably necessary to the operations of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall may be assigned to him from time to time by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business President of the Company, consistent with his position as designated in paragraph 3(a) above. (c) The Executive will, at all times, use all reasonable efforts to perform his duties and responsibilities in a manner consistent with the policies of the Company as from time to time in effect and the parameters of the then-current profit plan and capital expenditure budget of the Company as provided by the Company. The Executive shall use his best efforts to ensure that the Company and its subsidiaries, if any, comply on a timely basis with all budgetary and reporting requirements reasonably requested by the President. In no event will the Executive, without the approval of the President of the Company, incur obligations on behalf of the Company other than in the ordinary course of business or enter into any transaction on behalf of the Company not in the ordinary course of business. (d) The Executive's employment by the Company shall be full-time and exclusive and, during the Term, the Executive agrees that he will (i) devote substantially all of his business time and attention, his best efforts, and all his skill and ability to promote the interests of the Company; (ii) carry out his duties in a competent and professional manner; (iii) work with other employees of the Company in a competent and professional manner; and (iv) generally promote the interests of the Company and its clients. Notwithstanding the foregoing, the Executive shall be permitted to engage in other business or charitable activities (as an active participant or a passive investor), provided that such activities are not rendered for a company which transacts business with the Company or competes with the Company (or, if such company does transact business with the Company or does compete with the Company, it is a publicly held corporation and the Executive's participation is limited to owning less than 1% of its outstanding shares) and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement. 4.4 During each year, Executive in (e) The Executive's services hereunder shall be performed at the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation offices of the Company without the approval in Weehawken, New Jersey and New York, New York, subject to necessary travel requirements of the Board of Directorshis position and duties hereunder.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this AgreementAgreement unless otherwise agreed by management, devote most of his full attention and expend his best efforts, energies, and skills, skills on a full-time basis, to the business of the Company and any corporation controlled by or affiliated the Company (each, a "Subsidiary"). The Company acknowledges that Executive is engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not interfere with the Companyperformance of Executive's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company and or in such other capacity capacities as determined by the Board of DirectorsDirectors or its Executive Committee except as provided for under Subsection 7.1. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s Company s policies, rules, and regulations applicable to its employees executive of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board Executive Committee of Directors the Company and shall perform such duties as shall be assigned to him by the Board of DirectorsDirectors or the Executive Committee. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Executive Committee or senior management of the Company’s Executive Officers, . 4.3 Without first obtaining the written permission of the Board of Directors of the Company, or its Executive Committee, in each instance, Executive will not authorize or permit the Company to engage the services of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Subsection 4.3 shall mean and include Executive s family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive s family or in which Executive or any member of Executive s family has a direct or indirect financial interest whatsoever. 4.3 4.4 To induce the Company to enter into this Agreement, Executive hereby agrees represents and warrants to promote and develop all the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with other person, firm, company, corporation or other business opportunities that come entity, (ii) Executive is subject to his attention relating no restraint, limitation or restriction by virtue of any law or rule of law or otherwise which would impair Executive s right or ability (a) to current or anticipated future business enter the employ of the Company, in a manner consistent with the best interests of the Company and with or (b) to perform fully his duties under and obligations pursuant to this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 Executive shall4.1. The Employee’s responsibilities in the Company shall be as detailed in Annexure A to this Agreement. 4.2. The Employee shall report to the Board. Subject to the overall superintendence, during control and direction of the Term Board, the Employee shall perform such duties and responsibilities as specified under Annexure A of this Agreement, devote most as are consistent with her designation and shall also discharge such duties and responsibilities as are delegated and conferred upon her by the Board from time to time. In this regard, the Employee shall also at all times keep the Board promptly and fully informed of his attention the discharge of her responsibilities, as per applicable Law and expend his best efforts, energies, and skills, on a full-time basis, to the business articles of association of the Company and any corporation controlled by or affiliated with also provide such further information, written records and/or explanation, as the CompanyBoard may require. 4.3. For purposes Subject to the provisions of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive Employee hereby agrees and undertakes to promote devote the whole of her time and develop all business opportunities that come attention to his attention relating to current or anticipated future business the Business of the Company, in a manner consistent with to the best interests of her skills and abilities, at all times, and ensuring that there is no conflict of interest in performing the Company’s duties. 4.4. The Employee shall have read and understood the Company Policies and shall be bound by any Company Policies, as revised and modified from time to time. Notwithstanding anything to the contrary, if there is any discrepancy or inconsistency between the provisions of this Agreement and the Company Policies, then the terms of this Agreement shall prevail over such Company Policies. 4.5. The Employee shall make full and true disclosure in writing to the Company of any direct or indirect interest or benefit she has derived or is likely to derive through or in connection with any contractual arrangements, dealings, transactions or affairs of the Company and with his duties under this Agreementand/or any transactions which are or are likely to be detrimental to Company’s interest, as per existing Company Policies. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. 4.1 (a) During the Employment Period, Executive shallshall devote his entire employment time, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, efforts to the business of the Company Company, and any corporation controlled by or affiliated with shall use Executive's best efforts to perform faithfully and efficiently Executive's duties and responsibilities as set forth below. Executive shall not, without the consent of the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiariesbe actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. 4.2 During (b) Executive hereby agrees to serve, upon the Term of this Agreementterms and conditions herein contained, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of DirectorsCompany. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of to the Board of Directors and of the Company (the "Board"). The Company shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his its best efforts to cause other employees Executive to be a member of the Board during the entire Employment Period and to such end shall include the Executive in the management slate for nomination of directors at each annual stockholders meeting at which the Executive's term as a member of the Board would otherwise expire. Executive shall have those powers and perform such services and duties for the Company consistent wit his position as Chief Executive Officer, which shall include, without limitation, the power of supervision and control over and responsibility for the general management and operation of the Company. Executive's duties hereunder shall be performed at such place or places as the interests, needs businesses or opportunities of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committeeshall require. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.