Common use of Duties of Employee Clause in Contracts

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Employer hereby employs employee as its Chief Executive Officer; employee hereby accepts such employment. Employee shall perform the duties of Chief Executive Officer subject to the general supervision and pursuant to the orders, Chief Financial Officeradvice, Chief Operating Officer and Corporate Secretary and direction of the board of directors of employer. Employee will report directly at all times faithfully, industriously, and to best of his ability, experience, and talents, perform all of the duties that may be required of and from employee pursuant to the Board express and implicit terms of Directors this Agreement, to the reasonable satisfaction of the Companyemployer. Employee agrees to shall perform and discharge such other duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by corporation, and shall also render such other and unrelated services and duties as may be assigned to Employee him from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Companyemployer. Employee will devote Employee's full professional and business-related a sufficient amount of his time, skills energy, and best efforts skill during regular and, if necessary, outside of, regular business hours to such duties employment. Employee shall perform such services and will not, during act in such executive capacity as the board of directors of employer shall direct. This Agreement shall not act to bar employee from continuing any other business activities or professions in which employee is engaged on the effective date of this agreement nor from undertaking any new business activities or professions as long as they do not conflict with the employer's business. During the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activityas set forth more specifically below, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section employee will not be construed engage in or provide services to prevent Employee from (a) investing personal assets in businesses which do not that compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of employer nor take advantage of any business opportunity that rightfully belongs to employer. CONTRACT LABOR OPTION To the Company; extent permitted federal and state tax and employment laws, employee shall have the right to direct employer to pay any or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors all of the Company compensation due employee under this agreement to a viable business entity owned and operated by employee. In this event such entity shall be deemed employee's "employer" solely for purposes of computing, withholding, and paying employee's federal and state taxes and related federal and state employment charges for income paid by employer to employee under this Agreement. Both the entity and the employee personally, shall guarantee employee's performance under this Agreement in writing. None of employee's other personal responsibilities or rights under this Agreement shall terminate or be modified by virtue of such designation. Employee and employer will cooperate with each other and promptly execute on demand, any additional documents necessary to carry out the intent of this provision. This provision is subject to the explicit condition that either it does not result in additional expense to employer, or, if it does, employer's board of directors approves such participation, preparation additional expense on such terms and publication or teaching prior to Employee’s engaging thereinconditions as are reasonable.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge the usual duties of a Chairman of the Board of Directors and Chief Executive Officer of a similarly sized organization, including, without limitation, those presently set forth in the Bylaws of the Company, and such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily reasonably assigned by the Company to the position of Chief Executive OfficerBoard, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by regulations. Employee's title shall be Chairman of the Board of Directors and Chief Executive Officer, and Employee shall report to the Board. All of the Company. Employee will devote Employee's full professional and business-related time, skills attention and best efforts energies which are devoted to such duties business endeavors will be devoted to the Business, and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyBoard, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or booksbooks or teaching, teaching participating on the board of directors of other companies ("Other Boards") or joining providing limited advisory services, so long as these activities are not contrary to the Company's interests, and, with regard to participation on Other Boards or participating in any professional associations or trade groupthe provision of limited advisory services, so long as the Board approves Employee's participation on any such Other Boards or approves the provision of Directors of the Company approves such participationlimited advisory services, preparation and publication or teaching prior to Employee’s engaging thereinwhich approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey Georgia or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Technology Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyChief Executive Officer. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Directors, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Technology Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the CompanyCompany (“Policies”). Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors President of the Company. Employee will be based in New Jersey, but will travel to the Cary, North Carolina office as often as the job requirements dictate. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors President of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors President of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee's title will be Chief Executive Officer and Chief Technology Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. During the Employment Period (as defined in Section 3, below), the Employee will be based in New Jersey or North Carolina at the discretion shall serve as a “Project Engineer” of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and The Employee will report directly to the Board of Directors of the Company. Employee agrees to shall diligently perform and discharge such other duties all services as may be assigned to the Employee by the President of the Company, and shall exercise such power and authority as may from time to time be delegated to the Employee by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. The Employee’s duties will be described in a Company job description, or will otherwise be determined by the Company with consultation with the Employee. During the Employment Period, the Employee will faithfully carry out his responsibilities and provide services to the Company at such hours as may be necessary for the Employee to perform effectively the responsibilities of the position. In addition, the Employee shall act in accordance with (i) standing instructions for the position which may be issued by the Company from time to time; (ii) all reasonable and lawful requests, directions and/or restrictions imposed by the Company; and (iii) all policies of the Company as prescribed from time to time. Upon termination of employment, the Employee shall return all Company equipment and other Company property in the Employee’s possession, custody or control. During the Employment Period, the Employee shall devote all of the Employee's full professional and business-related ’s business time, skills attention and best efforts energies to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will ; provided, however, that this provision shall not be construed to prevent as preventing the Employee from (a) investing personal savings or other assets in businesses which do not compete with the Company in such form or manner that as will not require any services on the part of the Employee, nor shall it be construed as preventing the Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities from engaging in any corporation whose securities are listed on a national securities exchange charity or regularly traded civic work approved in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of writing by the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Chief Technology Officer. Employee will report directly to the Board of Directors of the Companybe based in New Jersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion Executive shall serve as Chief Executive Officer and President of the Company. Employee’s title will be Chief Executive OfficerCorporation and the Bank, Chief Financial Officer, Chief Operating Officer reporting directly and Corporate Secretary and Employee will report directly exclusively to the Board of Directors of the Company. Employee agrees to perform Corporation (the “Board”) and discharge the Bank (the “Bank Board”), respectively, and shall have such other powers and duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated reasonably prescribed by the Board of Directors and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer (chief executive officer) of the CompanyCorporation and the Bank. Employee will Executive shall be appointed to the Board and the Bank Board as a Director. Executive shall devote Employee's his full professional and business-related time, skills attention and best efforts energies to such duties the business of the Corporation and will not, the Bank during the term Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be engaged construed as preventing Executive from (whether a) engaging in activities incident or not during normal business hoursnecessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without with the prior written consent approval of the Board and the Bank Board. Executive's activities in connection with the farming of Directors real estate in which the Executive or the Executive's family have an interest shall be deemed to be activities engaged in by the Executive with the prior approval of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which Board and the Bank Board, provided such activities do not interfere with Executive’s duties hereunder. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the Company in such form business or manner that will not require any services on commercial activities of the part of Employee in the operation Corporation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities Bank, nor may Executive serve as a director or officer or in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged other capacity in a business competitive company which competes with that of the Company; Corporation or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinBank.

Duties of Employee. Employee’s title will be Chief Information Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Information Officer, Chief Financial Officer and Secretary. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at 3.01. Subject to the discretion supervision and pursuant to the orders, advice and direction of the Company. Employee’s title will be Chief Executive OfficerOfficer and/or the President , Chief Financial Officer, Chief Operating Officer Employee shall perform such duties as are customarily performed by one holding the position of Vice-President and Corporate Secretary and Employee will report directly to the Board of Directors General Counsel in other businesses or enterprises of the Companysame or similar nature as that engaged in by Employer. Employee agrees to perform and discharge shall additionally render such other and unrelated services and duties as may be assigned to Employee him from time to time by the Company Chief Executive Officer and/or President. MANNER OF PERFORMANCE 3.02. Employee shall at all times faithfully, industriously and to the best of his ability, experience and talent, perform all duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of the Board Employer. Such duties shall be rendered at such other place or places as Employer shall in good faith require or as the interests, needs, business and opportunities of Directors Employer shall require or make advisable. 3.03. Employee shall devote such time, attention, knowledge and skill as are reasonably required for the business and interests of Employer, and such duties will Employer shall be consistent with those duties regularly entitled to all benefits, emoluments, profits or other issues arising from or incident to any and customarily assigned by the Company to the position all work, services and advice of Chief Executive Officer, Chief Financial Officer and SecretaryEmployee. Employee expressly agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, that during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section hereof he will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time ownsinterested, directly or indirectly, in excess of one percent (1%) of any form, fashion or manner, as partner, officer, director, stockholder, advisory, employee or in any other form or capacity, in any other business similar to Employer's business except as designated in Exhibit 1 to this Agreement. Nothing in this paragraph shall be deemed to prevent or limit the outstanding Employee's right to invest his personal funds in the capital stock or other securities of any class publicly traded or publicly owned corporation nor shall this paragraph be deemed to prevent Employee from investing in real estate or energy commodity futures for himself or others. Nothing in this paragraph shall be deemed to prevent or limit Employee's right to wind up and conclude representation of any such corporation engaged other clients in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching matters undertaken prior to Employee’s engaging thereinthis Agreement.

Duties of Employee. Employee will be based in New Jersey or North Carolina at (a) General Duties and Responsibilities. The EMPLOYEE shall serve as the discretion Vice President and Chief Financial Officer of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer EMPLOYER and Corporate Secretary shall perform the duties and Employee will report directly responsibilities customary for such offices to the Board best of Directors of his ability and in accordance with the Companypolicies established by the BOARD and all applicable laws and regulations. Employee agrees to The EMPLOYEE shall perform and discharge such other duties not inconsistent with his position as may be assigned to Employee him from time to time by the Company CEO; provided, however, that during the EMPLOYMENT TERM, the EMPLOYER shall employ the EMPLOYEE in a senior executive capacity without diminishment of the importance or prestige of his position. (b) Devotion of Time to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryEMPLOYER's Business. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will The EMPLOYEE shall devote Employee's full professional and business-related his entire productive time, skills ability and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not attention during normal business hours) in hours throughout the EMPLOYMENT TERM to the faithful performance of his duties under this AGREEMENT. The EMPLOYEE shall not directly or indirectly render any other business services of a business, commercial or professional activity, whether nature to any person or not such activity is pursued for gain, profit or other pecuniary advantage, organization without the prior written consent of the Board BOARD or the CEO; provided, however, that the EMPLOYEE shall not be precluded from: (i) vacations and other leave time in accordance with Section 3(c) hereof; (ii) reasonable participation in community, civic, charitable or similar organizations; (iii) reasonable participation in industry-related activities including, but not limited to, attending industry trade association conferences and meetings, and holding positions of Directors responsibility therein; (iv) serving as an officer and/or director of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form EMPLOYER's parent or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made subsidiaries and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter marketreceiving and retaining compensation, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Companydirectors' fees and other benefits therefrom; or (cv) participating in conferences, preparing and publishing papers the pursuit of personal investments that do not interfere or books, teaching or joining or participating in any professional associations or trade group, so long as conflict with the Board of Directors performance of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinEMPLOYEE's duties for the EMPLOYER.

Duties of Employee. Employee's title will be President and Employee ------------------ will report directly to the Chief Executive Officer of the Company. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyCalifornia. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryPresident. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s Employee"s title will be Chief Executive OfficerSenior Vice President, Chief Financial Officer, Chief Operating Information Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyMedaphis Corporation. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyCarl Xxxxx Xxxxxxx, xx his designee, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) " participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors of the Company Carl Xxxxx Xxxxxxx, xx his designee, approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein, which approval will not be unreasonably withheld.

Duties of Employee. Employee's title will be Chief Executive Officer and ------------------ Chief Technology Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyDirectors. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee's title will be Chief Executive Officer ------------------ and Chief Technology Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee Employee's title will be based in New Jersey or North Carolina at the discretion Senior Vice President-Physician Management of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, reporting to the Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyOfficer. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's applicable Company policies, standards and regulations as promulgated by the officers of the Company, and to follow the instructions and directives as promulgated by the Board of Directors of Employee's superiors within the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Operating Officer of the Company, which consent will not be 2 unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-the counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Operating Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary Controller of Medaphis Corporation and Employee will report directly to the Board of Directors Chief Financial Officer of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryController of Medaphis Corporation. Employee also agrees to comply with all of the Company's policies, standards and regulations as promulgated by the officers of the Company, and to follow the instructions and directives as promulgated by the Board of Directors of Employee's superiors within the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Financial Officer of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Financial Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. The Employee will be based shall do and perform all services, acts, or things necessary or advisable to serve as its president and chief executive officer including but not limited to assist in New Jersey or North Carolina at the discretion establishing Company policies and strategic planning, identify potential acquisition candidates, assist in financial planning and capital formation, oversee day to day operations of the CompanyCompany and such other matters as may be mutually acceptable to the Company and the Employee. Employee’s title will However, Employee shall at all times be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly subject to the direction of the policies established by the Board of Directors and stockholders of the Company. Employee agrees is expected to perform and discharge such other duties work as much time as may be assigned necessary to carry out Employee's job responsibilities but in no event less than 35 hours per week. The Employee from time to time by the Company agrees that to the reasonable satisfaction best of the Board of Directors Employee's ability and experience, Employee will at all times loyally and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with conscientiously perform all of the duties and obligations required of Employee either expressly or implicitly by the terms of this Agreement, and devote as much time and efforts to the Company's policies, standards and regulations and to follow the instructions and directives business as promulgated by the Board of Directors of the Companyneeded. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during During the term of this AgreementAgreement (or such shorter period of time should this Agreement be terminated prior to its stated termination date) and for a period of 60 days thereafter, be engaged Employee shall not invest in, carry on, engage in or become involved whether as an employee, agent, officer, director, stockholder (whether or excluding ownership of not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one more than five percent (15%) of the outstanding stock shares of any class of any such a publicly-held corporation engaged in a business competitive with that of the Company; which ownership does not involve managerial or (coperational responsibility), manager, partner, joint venturer, participant, consultant or otherwise) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as business enterprise which competes directly with the Board of Directors business of the Company approves such participationor its affiliates. The restrictions set forth in this paragraph shall apply for any employment, preparation work, operations or investment in the United States. The parties agree that this restriction is reasonable in terms of scope and publication or teaching prior duration and was a material inducement for the Company to Employee’s engaging thereinenter into this Agreement. Any breach of this non-compete provision may cause irrevocable harm to the Company and as a result the parties agrees that injunctive relief may be sought as a remedy in the case of a breach and the parties hereto expressly waive any requirements to post bond in the event that injunctive relief is sought.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge the usual duties of a Chairman of the Board and Chief Executive Officer of a similarly sized organization, including, without limitation, those presently set forth in the Bylaws of the Company, and such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily reasonably assigned by the Company to the position of Chief Executive OfficerBoard, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by regulations. Employee's title shall be Chairman of the Board of Directors and Chief Executive Officer, and Employee shall report to the Board. All of the Company. Employee will devote Employee's full professional and business-related time, skills attention and best efforts energies which are devoted to such duties business endeavors will be devoted to the Business, and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyBoard, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or booksbooks or teaching, teaching participating on the board of directors of other companies ("Other Boards") or joining providing limited advisory services, so long as these activities are not contrary to the Company's interests, and, with regard to participation on Other Boards or participating in any professional associations or trade groupthe provision of limited advisory services, so long as the Board approves Employee's participation on any such Other Boards or approves the provision of Directors of the Company approves such participationlimited advisory services, preparation and publication or teaching prior to Employee’s engaging thereinwhich approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors President of the Company. Employee will be based in New Jersey, but will travel to the Cary, North Carolina office as often as the job requirements dictate. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors President of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive OfficerSenior Vice President, Chief Financial Officer, Chief Operating Officer Strategy and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyOrganization. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge the usual duties of a Chief Executive Officer of a similarly sized organization, including, without limitation, the duties of the President as set forth in the Bylaws of the Company and Trover, and such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily reasonably assigned by the Company to the position of Chief Executive OfficerBoard, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations regulations. Employee's title shall be Chief Executive Officer of both the Company and Trover, and Employee shall report to follow the instructions and directives as promulgated by the Board of Directors Board. In addition, Employee shall be a member of the CompanyBoard. Employee will devote All of Employee's full professional and business-related time, skills attention and best efforts energies which are devoted to such duties business endeavors will be devoted to the Business, and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyBoard, which consent will not be unreasonably withheld. This Section 2 will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company or its subsidiaries in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, ; provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the CompanyCompany or its subsidiaries; or (c) participating in conferences, preparing and publishing papers or books, books or teaching or joining or participating in any professional associations or trade groupon the board of directors of other companies ("Other Boards"), so long as these activities are not contrary to the Company's interests, and, with regard to participation on Other Boards, so long as the Board of Directors of the Company approves Employee's participation on any such participationOther Boards, preparation and publication or teaching prior to Employee’s engaging thereinwhich approval will not be unreasonably withheld.

Duties of Employee. The Employee will shall serve and perform in the capacities described in Section 1.1 hereof and shall have such duties, responsibilities and authorities as may be based in New Jersey or North Carolina at reasonably assigned to the discretion of Employee from time to time by the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to (the “CEO”) or the Board of Directors of the Company. As such, the Employee agrees to perform acknowledges that his duties hereunder will include, and discharge such other duties as may be assigned to Employee from time to time by consist primarily of, managing and overseeing the Company operations of IFD. Subject to the reasonable satisfaction direction and discretion of the CEO and Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards the Employee shall, and regulations shall have commensurate authority to, direct, manage, supervise and to control, in good faith and in a prudent business manner, the business, affairs and property of IFD, which shall include without limitation: managing and coordinating the business operations and activities of IFD promulgating, approving and implementing operating plans and administrative policies and fostering economy of IFD. The Employee shall report and be responsible to, and follow the instructions direction of, the CEO and directives as promulgated by the Board of Directors of the Company. The Employee will agrees to devote the Employee's ’s full professional and business-related time, skills best efforts, abilities, knowledge and best efforts experience to such duties the faithful performance of the duties, responsibilities and will notauthorities which may be reasonably assigned to the Employee. Notwithstanding the preceding, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantageEmployee may, without the prior written consent being in violation of the Board of Directors of the Company. This Section will Employee’s obligations hereunder, (i) serve on corporate, civic or charitable boards or committees which are not be construed to prevent Employee from (a) investing personal assets engaged in businesses which do not compete business in competition with the Company or its affiliates, and (ii) invest the Employee’s personal assets in such form or manner that as will not require any material services on by the part of Employee in the operation or the affairs of the companies entities in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter marketmade, provided the Employee shall use his best efforts to pursue such activities in such a manner so that such activities shall not prevent the Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of from fulfilling his obligations to the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinits affiliates hereunder.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.. Exhibit 10.16

Duties of Employee. (a) Employee shall devote his full time, attention and energies to performance of his duties hereunder as directed by the Board of Directors, and further agrees at all such times to act in a manner consistent with Company interests, and to perform such duties ably, faithfully and diligently. Employee shall be permitted to engage in family, civic, charitable and other non-commercially oriented activities but shall not engage in any outside work and/or commercially oriented activities which will be based in New Jersey materially affect, impede, prohibit, or North Carolina at the discretion of the Companyrestrict his abilities to perform his obligations under this Agreement. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly shall provide written notice to the Board of Directors of the Company. Employee agrees Company prior to perform engaging in any such outside work or commercially oriented activity, and discharge permission to engage in any such other duties as may work or activity shall be assigned to Employee from time to time by granted solely in the Company to the reasonable satisfaction discretion of the Board of Directors , Directors. Employee shall have the ability to engage in activities which are primarily personal investment activities and such duties will be consistent with those duties regularly and customarily assigned by the Company are not related to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all business of the Company's policies, standards provided, further, no such activity shall interfere, in any material respect, with the Employee’s obligations under this Agreement. (b) Employee shall be the senior employee in the Company and regulations shall report directly to the Board of Directors. The Board of Directors shall have the power to direct, control and to follow supervise the instructions and directives duties of Employee under this Agreement, as promulgated by well as the manner of Employee’s performance of such duties; provided, however, that the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts shall not impose or permit to such be imposed on its behalf any duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock constraints of any class of any such corporation engaged in a business competitive kind that are unreasonable, that are inconsistent with that of the Company; or (c) participating in conferences, preparing Employee’s role and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long duties as the Board of Directors President and Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior that would require Employee to Employee’s engaging thereinviolate any law or applicable government rule or regulation.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer ------------------ and Corporate Secretary and Employee will report directly to the Board of Directors President of the Company. Employee will be based in New Jersey, but will travel to the Cary, North Carolina office as often as the job requirements dictate. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors President of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive OfficerSenior Vice President, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyHuman Resources. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyCarl Xxxxx Xxxxxxx, xx his designee, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors of the Company Carl Xxxxx Xxxxxxx, xx his designee, approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein, which approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion shall serve as an Executive Vice President and as a Region President of the Company. Employee’s title will be Corporation and the Bank, report to the Bank's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary shall have supervision and Employee will report directly control over, and responsibility for providing leadership and direction for the Region initiatives, programs and activities to the Board promote achievement of Directors enterprise development and financial performance goals, in support of the Company. Employee agrees to perform Corporation's mission, vision, strategic goals and discharge operating plans, and shall have such other powers and duties as may be assigned to Employee from time to time be prescribed by the Company Corporation and the Bank in its reasonable discretion, provided such powers and duties are consistent with the Employee's position. Employee shall devote Employee’s full business time, attention and energies to the reasonable satisfaction business of the Board of Directors , Corporation and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, Bank during the term Employment Period (as defined in Section 3 of this Agreement); provided, be engaged (whether or not during normal business hours) in any other business or professional activityhowever, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This that this Section will 2 shall not be construed to prevent as preventing Employee from (a) investing engaging in activities incident or necessary to personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; investments, (b) purchasing securities engaging in any corporation whose securities are listed on activities involving charitable, educational, ​ ​ ​ religious or similar organizations or serving as a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) member of the outstanding stock board of directors of any class of any such corporation engaged in a business competitive with that of the Company; non-profit association or corporation, or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating being involved in any professional associations or trade group, so long as other activity with the Board of Directors prior approval of the Company approves such participationCorporation or the Bank, preparation which approval shall not be unreasonably withheld, conditioned or delayed. During the Employment Period, the Employee shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Employee serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank. For purposes of this Agreement, the term “Region” means Bucks, Xxxxxxx, Delaware, Xxxxxxxxxx, Philadelphia Counties in Pennsylvania and publication or teaching prior to Employee’s engaging thereinadjacent counties in New Jersey.

Duties of Employee. Employee’s title will be Chief Information Officer and Business Development Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Information Officer and SecretaryBusiness Development Officer. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. During the Employment Period (as defined in Section 3, below), the Employee will be based in New Jersey or North Carolina at shall serve as the discretion “Chief Technical Officer” of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and The Employee will report directly to the Board of Directors of the Company. Employee agrees to shall diligently perform and discharge such other duties all services as may be assigned to the Employee by the President of the Company, and shall exercise such power and authority as may from time to time be delegated to the Employee by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. The Employee’s duties will be described in a Company job description, or will otherwise be determined by the Company with consultation with the Employee. During the Employment Period (as defined in Section 3, below), the Employee will faithfully carry out his responsibilities, and provide services to the Company at least four days a week and for at least 10 hours each day (unless otherwise mutually-agreed to by the Company and Employee), and as otherwise may be necessary for the Employee to perform effectively the responsibilities of the position. In addition, the Employee shall act in accordance with (i) standing instructions for the position which may be issued by the Company from time to time; (ii) all reasonable and lawful requests, directions and/or restrictions imposed by the Company; and (iii) all policies of the Company as prescribed from time to time. Upon termination of employment, the Employee shall return all Company equipment and other Company property in the Employee’s possession, custody or control. During the Employment Period, the Employee shall devote all of the Employee's full professional and business-related ’s business time, skills attention and best efforts energies to such duties and will notthe business of the Company; provided, during however, that while employed by the term of this AgreementCompany, the Employee may be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of advantage so long as such activity does not reasonably interfere or otherwise compete with the Company. This Section will ; provided, further, that this provision shall not be construed to prevent as preventing the Employee from (a) investing personal savings or other assets in businesses which do not compete with the Company in such form or manner that as will not require any services on the part of the Employee, nor shall it be construed as preventing the Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities from engaging in any corporation whose securities are listed on a national securities exchange charity or regularly traded civic work approved in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of writing by the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee"s title will be Chief Strategy Officer. ------------------ Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyYork. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Strategy Officer, Chief Financial Officer and Secretary. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyDirectors. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Senior Vice President and Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors Chief Executive Officer and/or President of the Company. Employee agrees to perform and discharge such other duties duties, which are not inconsistent with such position, as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board Company for the normal professional performance of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretarythis position. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer or President of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer or President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive OfficerVice President, Chief Financial Officer, Chief Operating Officer General Counsel and Corporate Secretary of Medaphis Corporation and Employee will report directly to the Board of Directors Chief Executive Officer of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive OfficerVice President, Chief Financial Officer General Counsel and SecretarySecretary of Medaphis Corporation. Employee also agrees to comply with all of the Company's policies, standards and regulations as promulgated by the officers of the Company, and to follow the instructions and directives as promulgated by the Board of Directors of Employee's superiors within the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the CompanySECTION 2.01. Employee will devote Employee's full professional and business-related entire productive time, skills ability and best efforts attention to such duties and will not, the business of the Employer during the term of this Agreement. The Employee will not directly or indirectly render any services of a business, be engaged (whether commercial, or not during normal business hours) in professional nature, to any other business person or professional activityorganization, whether for compensation or not such activity is pursued for gain, profit or other pecuniary advantageotherwise, without the prior written consent of the Board of Directors of the CompanyEmployer. This Section Said consent will not be construed unreasonably withheld by Employer. SECTION 2.02. Employee will perform his duties from Employer's headquarters located at 4350 Peachtree Industrial Blvd, Norcross, GA 30071 ("Headquarters"). Xxxxxxx, xx xxx xxxx xxxxxx xxxxxxxxx xx xxxxxxxle by the Employer, for business purposes, the Employee will work at such other place or places as may be determined by the Employer. SECTION 2.03. In the event that Employee is assigned a temporary work location during the term of this Agreement at a place other than the Employee's then assigned location, the Employer will provide reasonable advances, prepay expense(s) and reimburse all temporary housing, transportation and incidental expenses related to prevent the Employee's temporary relocation. SECTION 2.04. As Senior Vice President, Sales and Marketing, Employee from (a) investing personal assets shall be responsible for promoting sales of Employer's products and services throughout the world, supervising all sales and marketing employees and representatives, excepting those exclusively or primarily engaged in businesses which do not compete marketing and selling all-in-one cartridges, coordinating, when directed, with Employer's key suppliers and vendors, recommending prices for products and commissions or commission programs for sales personnel and independent manufacturer's representatives, recommending and assisting with the Company development, sourcing and introduction of new products, coordinating resolution of any problems with products or services provided to customers of Employer, keeping the Chief Executive Officer, President and Executive Vice President and any others as directed informed of all sales and marketing activities and results, include whenever requested and otherwise when possible other executives in such form meetings with key customers, suppliers or manner that will not require any services on the part of Employee others instrumental in the operation furthering of Employer's business, developing and implementing promotional and marketing initiatives, and such other duties as are normally performed by an executive with this title or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that as may be reasonably assigned to Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinby Employer.

Duties of Employee. Employee's title will be President and Employee will ------------------ report directly to the Chief Executive Officer of the Company. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyCalifornia. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryPresident. Employee agrees to comply with all of the Company's policies, policies and standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion Executive shall serve as Chief Executive Officer and President of the Company. Employee’s title will be Chief Executive OfficerCorporation and the Bank, Chief Financial Officer, Chief Operating Officer reporting directly and Corporate Secretary and Employee will report directly exclusively to the Board of Directors of the Company. Employee agrees to perform Corporation (the “Board”) and discharge the Bank (the “Bank Board”), respectively, and shall have such other powers and duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated reasonably prescribed by the Board of Directors and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer (chief executive officer) of the CompanyCorporation and the Bank. Employee will Executive shall be appointed to the Board and the Bank Board as a Director. Executive shall devote Employee's his full professional and business-related time, skills attention and best efforts energies to such duties the business of the Corporation and will not, the Bank during the term Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be engaged construed as preventing Executive from (whether a) engaging in activities incident or not during normal business hoursnecessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without with the prior written consent approval of the Board and the Bank Board. Executive’s activities in connection with the farming of Directors real estate in which the Executive or the Executive’s family have an interest shall be deemed to be activities engaged in by the Executive with the prior approval of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which Board and the Bank Board, provided such activities do not interfere with Executive’s duties hereunder. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the Company in such form business or manner that will not require any services on commercial activities of the part of Employee in the operation Corporation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities Bank, nor may Executive serve as a director or officer or in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged other capacity in a business competitive company which competes with that of the Company; Corporation or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinBank.

Duties of Employee. Employee will be based in New Jersey or North Carolina at initially is hired to serve as the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Vice Chairman and Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other the Business duties as which may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and the Business and, will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chairman, Chief Executive Officer and President of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one three percent (13%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chairman, Chief Executive Officer and President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other the duties as which may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the reasonable instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors Officers of the Company. Employee will devote substantially all of Employee's full professional and business-related time, skills attention and best efforts energies to such duties the Business and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent other than business and professional activities which do not violate Sections 7 and 8 of the Board of Directors of this Agreement and involve a time commitment by Employee which is reasonably acceptable to the Company. Employee's principal place of employment shall be the Company's headquarters in Louisville, Kentucky, and the Company agrees that Employee's principal place of employment will not be relocated outside of 50 miles of its current site. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of if the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer of the Company approves give prior approval to such participation, preparation and publication or teaching prior to Employee’s engaging thereinteaching.

Duties of Employee. Employee The Executive will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge well and faithfully such other duties as an executive officer of Medifast as may be assigned to Employee him from time to time by the Company Board of Directors of Medifast ("Board"). The Executive will be employed as the CHIEF EXECUTIVE OFFICER (CEO) and be prepared to assume the responsibilities of the THE EXECUTIVE VICE PRESIDENT OF BUSINESS DEVELOPMENT of Medifast at the discretion of the Board or the voluntary resignation of the CEO position, reporting to the reasonable satisfaction Executive Committee of the Board of Directors , and will hold such duties will other titles as may be consistent with those duties regularly and customarily assigned given to him from time to time by the Company Board. The Executive will devote the majority of his full time, attention and energies to the position business of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties Medifast and will not, during the term of this AgreementEmployment Period (as defined in Section 3), be engaged (whether employed or not during normal business hours) involved in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, without however, that this section will not be construed as preventing the prior written consent Executive from (a) passively investing his personal assets, (b) acting as a member of the Board of Directors or Trustees of the Company. This Section will Medifast or any other entity not be construed to prevent Employee from in competition with Medifast (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part an affiliate of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter marketMedifast), provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating being involved in any professional associations community, civic or trade groupsimilar activity. Except for reasonable travel requirements consistent with his positions and except as otherwise provided herein, so long as the Board of Directors duties of the Company approves such participationExecutive shall be routinely discharged at Medifast's facilities located on the Eastern Shore of Maryland, preparation and publication Ocean City, Maryland or teaching prior in Owings Mills, Maryland. The Executive will have broad latitude to Employee’s engaging thereinperform his duties in Markets Worldwide to develop contacts that will assist in his business development duties.

Duties of Employee. Employee Employee's title will be based in New Jersey or North Carolina at the discretion Senior Vice President, Human Resources of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company's Per-Se Business Unit. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyCarl Xxxxx Xxxxxxx, xx his designee, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors of the Company Carl Xxxxx Xxxxxxx, xx his designee, approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein, which approval will not be unreasonably withheld.