Common use of Duties of Executive Clause in Contracts

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject Executive shall serve as Chief Strategy and Performance Officer of the Company, shall diligently perform all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”), the Company’s Chief Executive Officer (the “CEO”), or the Company’s President, the Company’s Chief Financial Officer (the “CFO”) or their respective designees, and shall exercise such power and authority as may from time to time be delegated to him by the Board, the CEO, the President, or the CFO. During his employment, Executive shall devote his time, energy, and ability to the approvals business and interests of the Company, shall be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, PTO and on appropriate business travel for the benefit of the Company or upon the prior approval of the CEO or the President), and shall not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. In his capacity as the Chief Strategy and Performance Officer of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to developing and overseeing the ultimate supervision operations and work flow of VitaCare Prescription Services, including supply chain, warehousing, and pick, pack and fill for all products; establishing, monitoring and maintaining relationships with pharmacy benefit managers and partner pharmacies; developing methodology and compliance for pharmacy related services; conducting and overseeing special business projects; overseeing the Company’s health and other benefit plans; managing the Company’s insurance coverage program. It shall not be a violation of this Section 1(b) for Executive, and Executive shall be permitted, to (i) perform the role of overseeing personal and familial investments pertaining to his responsibilities as manager/trustee of family limited partnerships, including serving on boards/steering committees of such limited partnerships, (ii) serve on any one (1) civic or charitable board; (iii) deliver lectures, fulfill speaking engagements, or teach at public or not-for-profit educational institutions; (iv) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; and (v) serve, with the written approval of the Board, Executive during the term hereof shall serve as Employer’s Chairman a director of the Boardone or more public corporations, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and in each case so long as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent such activities do not significantly interfere with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount performance of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by responsibilities under this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject General Counsel shall have charge of all legal matters of the Company, such duties being generally described below, and shall have such other duties as may be assigned from time to time by the President, Chief Executive Officer or Chief Operating Officer. General Counsel will use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement with a high degree of legal skill and competence, and faithfully to the approvals by Company. A. The General Counsel is the responsible legal counsel for the Company and shall act in that capacity to discharge, oversee and coordinate Company legal activities and functions to ensure the Company’s compliance with and adherence to applicable law. The General Counsel duties include: i. monitor and provide the requisite legal services and advice within the Company and ensure that the Company is fully represented in any in judicial, administrative, regulatory or similar actions or proceedings; ii. assist the Company to develop, maintain, or modify policies and procedures so as to be in compliance with or in conformance with applicable law; iii. review and control the Company legal budget and expenditures and shall endeavor to assure optimum deployment of legal resources within budget; iv. keep fully informed on all legislation and regulatory developments affecting the Company’s operations and pertinent developments in corporate legal matters, and, where needed, inform and advise affected Company management of changes in law that materially affect Company operations or business transactions; v. develop and direct the Company legal department to address Company legal requirements, including proper and adequate staffing such as any necessary attorneys, paralegals and legal support staff; and vi. supervise and direct selected outside attorneys and monitor and evaluate their performance. B. Operationally, the General Counsel shall report directly to, primarily advise, and act at the direction of both the Chief Executive Officer and the Chief Operating Officer; provided, however for purposes of a unified chain of command, ultimate supervision of authority shall rest with the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the BoardThe General Counsel shall be responsive to, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documentsprovide for, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreementoversee, and spending reasonable amounts manage the provision of personal time in legal advice and services to other Company “Chief–level” officers and the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves Company’s Board of Directors as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, be needed from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject to Executive shall perform and discharge well and faithfully such duties as an executive officer of the approvals by Corporation and the ultimate supervision Bank as may be assigned to Executive from time to time by the Board of Directors of the Board, Corporation and/or the Bank. Executive during the term hereof shall serve be employed as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control Officer of the Board, Executive Corporation and of the Bank and shall have hold such other titles as may be given to him from time to time by the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with Board of Directors of the responsibilities of Executive that existed immediately prior to Corporation or the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective DateBank; provided, however, that upon the Merger Effective Date, the Executive shall be employed as Chairman, President and Chief Executive Officer of the Corporation and as Executive Chairman of the Bank. Executive will report directly to the Board of Directors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), the Corporation shall cause the Executive to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the Board of Directors of the Corporation in connection with each election of directors of the Corporation where his term of office otherwise would expire. Executive shall devote his full time, attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3(a) of this Agreement); provided, however, that (a) Executive shall be entitled to fulfill his duties and responsibilities as Chairman, President and Chief Executive Officer of the Corporation and Executive Chairman of the Bank on a part time basis consisting of not less than three (3) days per week, or a total of twenty-four (24) hours per week, and otherwise shall make himself available as may be necessary or appropriate in order to fulfill such duties and responsibilities, beginning on the earlier of (i) the date that is the twelve (12) month anniversary of the Merger Effective Date or, (ii) if so elected by either the Executive or the Board of Directors of the Corporation by not less than twenty (20) days prior written notice to the other, such earlier date as may be specified in such notice (“Part-Time Employment”), provided that Part-Time Employment shall not begin before the four (4) month anniversary of the Merger Effective Date, and (b) nothing set forth in this Section 2 shall not be construed as preventing Executive from investing Executive’s (i) engaging in activities incident or necessary to personal assets investments so long as it does not exceed 5% of the outstanding shares of any publicly held company, (ii) acting as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (iii) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any business ventures that do not or commercial activities (including investment in an existing or prospective customer), duties or pursuits which compete with Employer the business or Employer’s Affiliates (as hereinafter defined) commercial activities of the Corporation or are not otherwise prohibited by this Agreementthe Bank, and spending reasonable amounts of personal time in or their respective subsidiaries nor may the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves serve as a director and may serve as an or officer of HTRN. Employer agrees that Executive may continue to serve HTRN or in such capacities and devote Executive’s time and efforts to such service any other capacity in a manner generally consistent company which competes with the time and efforts devoted by Executive prior to Corporation, the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve Bank or their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s respective subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject to (a) Executive will serve in the approvals by and the ultimate supervision capacity of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive OfficerOfficer for Anchor, and Chairman of the Board of Directors of Anchor (the "BOARD"). Subject Executive will be subject to supervision by the Board. In such capacity, Executive will have all necessary powers to discharge his duties and responsibilities, which will include general oversight of the affairs of Anchor and/or its subsidiaries and affiliates; consultation as needed with officers, managers, employees and other personnel of Anchor; and such other duties as the Board may reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. (b) During the term of this Agreement and except as provided below, Executive will perform to the control best of the Boardhis abilities all duties assigned to him hereunder, Executive shall have the responsibilities commensurate with Executive’s title will devote substantially all of his primary business time, attention and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior effort to the Effective Date. During the period affairs of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time Anchor and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending will use his reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer Anchor. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. (c) Executive has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain throughout the Term of this Agreement, all licenses, approvals, permits, and authorization (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any agency of any state or county having jurisdiction to regulate gaming, liquor or the activities undertaken by Employer’s subsidiaries. Any costs, parent companies attorneys' fees, investigations fees or other expenses incurred in connection with obtaining such Licenses will be borne by Employer. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to obtain or possess such licenses and that Executive will commit no acts during the term hereof that would jeopardize or eliminate his ability to possess or maintain such Licenses. (d) Executive agrees to submit to drug testing in accordance with the Company policy, and to execute a consent form attached hereto as “Affiliates.”EXHIBIT A.

Duties of Executive. Subject to During the approvals by and Employment Term (as defined in Section 1), the ultimate supervision Executive shall hold the title of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject Officer of the Company, shall act as the portfolio manager to the control Company and, as such, shall formulate and implement a continuing program for the investment of the Board, Executive shall have assets of the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally Company consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunderCompany’s investment objectives, Executive shall devote to the business of Employer substantially the same amount of Executive’s time policies and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed limitations as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time set forth in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronicsCompany’s registration statement, Inc.investment policies and procedures, a Delaware corporation (“HTRN”)Articles of Incorporation and Bylaws, and that Executive serves each as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, be updated or amended from time to time; the Investment Company Act of 1940, as amended (the “1940 Act”), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the “Board”) may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be electedpurchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. For purposes During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with and be bound by the Company’s policies, Employer’s subsidiaries, parent companies procedures and other affiliates are collectively referred practices as communicated to as “Affiliatesthe Executive from time to time and in effect during the Employment Term.”

Duties of Executive. Subject to During the approvals by and Employment Term (as defined in Section 1), the ultimate supervision Executive shall hold the title of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject Officer of the Company, shall act as the portfolio manager to the control Company and, as such, shall formulate and implement a continuing program for the investment of the Board, Executive shall have assets of the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally Company consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunderCompany's investment objectives, Executive shall devote to the business of Employer substantially the same amount of Executive’s time policies and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed limitations as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time set forth in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronicsCompany's registration statement, Inc.investment policies and procedures, a Delaware corporation (“HTRN”)Articles of Incorporation and Bylaws, and that Executive serves each as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be electedpurchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. For purposes During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with and be bound by the Company's policies, Employer’s subsidiaries, parent companies procedures and other affiliates are collectively referred practices as communicated to as “Affiliatesthe Executive from time to time and in effect during the Employment Term.”

Duties of Executive. Subject to a. During the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the BoardEmployment Period, Executive shall have the responsibilities commensurate with Executive’s title and be employed by Employer as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective DateChief Financial Officer (CFO). During the period of employment hereunder, Executive shall devote his full business time and effort to the business performance of Employer substantially the same amount of Executive’s time and efforts that his duties hereunder. The Executive devoted shall report to the business CEO and President on a regular basis on all actions within the role of Employer prior to the Effective Date; providedCFO and be responsible for duties including but not limited to: the administrative, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreementfinancial, and spending reasonable amounts risk management operations of personal time in the management thereof. Employer acknowledges company to include the development of a financial and operational strategy, metrics tied to that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”)strategy, and the ongoing development and monitoring of control systems designed to preserve company assets and report accurate financial results. Principal accountabilities are: assist in formulating the company's future direction and supporting tactical initiatives, monitor and direct the implementation of strategic business plans, develop financial and tax strategies, manage the capital request and budgeting processes, develop performance measures that Executive serves support the company's strategic direction, participate in key decisions as a director member of the executive management team, oversee the financial operations of subsidiary companies and may serve as an officer of HTRN. Employer agrees that Executive may continue foreign operations, manage any third parties to serve HTRN in such capacities and devote Executive’s time and efforts to such service in which accounting or finance functions have been outsourced, implement operational best practices, oversee employee benefit plans, with particular emphasis on maximizing a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, cost-effective benefits package Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates perform duties as to which Executive may, from time to time, be electedassigned by Employer as reasonably consistent with Executive’s duties, title, education, experience, background, and expertise. For purposes Executive shall be based, as agreed to between Employer and Executive, but Executive will be expected to engage in travel as necessary to fulfil job responsibilities. b. Executive shall be subject to the direction and control of Employer’s Board of Directors, and shall specifically report to Employer’s Board of Directors. c. Executive agrees that he will at all times herein remain loyal and devote his best efforts to Employer business and conscientiously perform all duties and obligations required of him by the terms of this Agreement as may be determined from time to time in the discretion of Employer. d. Executive agrees that during the term of this Agreement, Employer’s subsidiarieshe shall not have any business investments or activities, parent companies directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the business, goods and other affiliates are collectively referred services provided by Employer to as “Affiliatesits customers.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, (a) Executive shall have assume the responsibilities commensurate with Executive’s title duties and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to Vice President, Property/Liability of the CNA Companies as of the Effective Date. During the period of employment hereunderAs Executive Vice President, Property/Liability, Executive shall devote set policy and direction related to underwriting, claims, and actuarial functions across all CNA property/liability operations. Executive shall report to the business Chairman and Chief Executive Officer of Employer substantially the same amount CNA Companies (the "Chairman"). Executive may be elected to and shall serve as a member of Executive’s time and efforts that Executive devoted to the business Board of Employer prior to Directors of one or more of the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this AgreementCNA Companies, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. if so elected Executive agrees to accept serve on such boards in such capacity without additional compensation; provided that nothing in this Agreement shall require that the shareholders of any company elect Executive to its board of directors. (b) Executive shall diligently and hold all to the best of his abilities assume, perform, and discharge the duties and responsibilities of Executive Vice President, Property/Liability of the CNA Companies, as well as such offices and/or directorships with Employer other specific duties and Employer’s Affiliates responsibilities as the Chairman shall assign or designate to which Executive may, from time to time. Executive shall devote substantially all of his working time to the performance of his duties as set forth herein and shall not, without the prior written consent of the Chairman, accept other employment or render or perform other services, nor shall he have any direct or indirect ownership interest in any other business which is in competition with the business of the Company or the CNA Companies, other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the judgment of the Chairman, such activities do not materially interfere with his performance of his duties and responsibilities hereunder. (c) The services to be electedprovided by the Executive in accordance with this Agreement shall be performed at the principal executive offices of the Company or at such other location or locations as the Chairman may require from time to time. For purposes It is understood and agreed by the parties hereto that, regardless of where the Executive is required to perform services in accordance with this Agreement, Employer’s subsidiariesthe Executive shall maintain his residence in New York; provided that the Executive may, parent companies and other affiliates are collectively referred in his sole discretion, relocate his residence to as “Affiliatesthe Chicago, Illinois area.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the BoardBoard and each Authorized Board Designee, Executive during the term hereof shall serve as Employer’s Chairman of the BoardSenior Vice President, President Chief Financial Officer and Chief Executive OfficerTreasurer. Subject to the control of the BoardBoard and any Authorized Board Designee, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote all of Executive’s working time, attention, energies and best efforts to the business of Employer substantially for the same amount profit, benefit and advantage of Executive’s Employer, and shall perform such other services as shall be designated, from time and efforts that Executive devoted to time, by the business of Employer prior to the Effective Date; provided, however, that this Section Board or any Authorized Board Designee. The foregoing shall not be construed as preventing Executive from investing making personal investments in such form or manner as will require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made; provided that it does not interfere with Executive’s duties hereunder. Further, the Executive may not during the period of employment hereunder invest Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereofAffiliates. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject to a. During the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the BoardEmployment Period, Executive shall have the responsibilities commensurate with Executive’s title and be employed by Employer as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective DateVice-President (EVP). During the period of employment hereunder, Executive shall devote his full business time and effort to the business performance of Employer substantially his duties hereunder. Executive shall be responsible for duties including but not limited to: working as the same amount of Executive’s time and efforts that Executive devoted primary aide to the business president, assisting with all day to day operations of Employer prior to the Effective Date; providedCompany and its subsidiaries, howeverperforming President’s duties in his absence or incapacitation, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time carrying out other duties outlined in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronicsbylaws or as assigned by the President and/or Board of Directors, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent assisting with the time development and efforts devoted by Executive prior execution of the Company’s long term strategy with a view to the Effective Datecreating shareholder value. Consistent The EVP and COO’s role also entails being responsible for discussing and reporting day-to-day management, operational and corporate issues with the foregoing, President and for assisting the President with implementing the Company’s long and short term plans. Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates perform duties as to which Executive may, from time to time, be electedassigned by Employer as reasonably consistent with Executive’s duties, title, education, experience, background, and expertise. For purposes Executive shall be based as agreed upon between the Company and Executive, but Executive will be expected to engage in travel as necessary to fulfil job responsibilities. b. Executive shall be subject to the direction and control of Employer’s Board of Directors, and shall specifically report to Employer’s Board of Directors. c. Executive agrees that he will at all times herein remain loyal and devote his best efforts to Employer business and conscientiously perform all duties and obligations required of him by the terms of this Agreement as may be determined from time to time in the discretion of Employer. d. Executive agrees that during the term of this Agreement, Employer’s subsidiarieshe shall not have any business investments or activities, parent companies directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the business, goods and other affiliates are collectively referred services provided by Employer to as “Affiliatesits customers.”

Duties of Executive. Subject (a) Executive shall serve in the capacity of Chairman and CEO and shall be subject to supervision by the approvals by and the ultimate supervision Board of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive OfficerCompany. Subject to the control of the BoardIn such capacity, Executive shall have all necessary powers to discharge his responsibilities. Executive shall have all powers granted by the responsibilities commensurate with Executive’s title Bylaws of the Company to a CEO and Chairman, as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. applicable. (b) During the period term of employment hereunderthis Agreement, and thereafter so long as Executive is employed by the Company, Executive shall devote his full business time and effort to the business performance of Employer substantially the same amount of Executive’s time his duties and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve responsibilities as an officer of HTRNthe Company. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with Notwithstanding the foregoing, Executive may spend reasonable amounts of time on personal civic and charitable activities that do not interfere with the performance of his duties and responsibilities to the Company. In addition, Executive may, subject to prior approval by the Board of Directors of the Company, spend reasonable amounts of time serving on boards of directors for other companies or engage in other business activities, provided that such activities do not, in the sound discretion of the Board of Directors of the Company, constitute or create a conflict of interest or adversely affect the Company. (c) Executive shall use observe and comply with the written rules and regulations of the Company respecting its business and shall carry out and perform the directives and policies of the Company as they may from time to time be stated to Executive in writing by the Chief Executive Officer or the Chairman of the Board of Directors. (d) Executive shall maintain accurate business records as may from time to time be required by the Company. Such records may be examined by the Company, at all reasonable times after written request is delivered to Executive. Any such document shall be delivered to the Company promptly upon request. (e) Executive agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company. Executive agrees, upon written request by the Board of Directors, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder. (f) Executive’s best efforts to promote principal place of work shall be located remotely or as otherwise mutually agreed between the interests Executive and the Board of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Directors.. (g) Executive agrees to accept travel, at the Company’s expense, as required to perform the duties of the position. The Parties anticipate that a minimum of zero (0), maximum of fifteen (15), and hold all such offices average of five (5) days each month of domestic and/or directorships with Employer and Employer’s Affiliates as international travel will be required to which Executive may, from time to time, be elected. For purposes perform the duties of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesposition.”

Duties of Executive. Subject to During the approvals by and Term of Employment under this Agreement, the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman the Chief Financial Officer of the BoardCompany, President and shall diligently perform all services as may be assigned to the Executive by the President, Chief Executive Officer. Subject , and the Chief Operating Officer of the Company and by the Board of Directors (the "Board") of the Company, and shall exercise such power and authority as may from time to time be delegated to the control Executive by the Board. Without limiting the generality of the Boardforegoing, the Executive duties shall have include, among other things, the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent following: Working with the Company's Chief Executive Officer and its auditors, attorneys and investment bankers to successfully consummate the Company's planned initial public offering; Actively participating in communication with the investment community before, during, and after the Company's planned initial public offering, including meeting with shareholders, analysts and financial journalists on a regular basis; Preparing and supervising the filing of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and reports, filings and disclosure documents with the Securities Exchange Commission, and related press releases; Being responsible for the Company's finance department and related functions, including supervising the functions and employees responsible for collection of accounts receivable, accounts payable, budgeting, forecasting, bank reconciliations, and similar matters, and recruiting, training, and conducting performance reviews of these employees (the "Chief Financial Officer function"); Being responsible for the Company's human resources, insurance and benefits programs; and Such general business development activities as the Chief Executive Officer may assign from time to time. The Executive acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the Company's management team expands, and that such assignments of duties to other persons will not be viewed by the Executive as constituting a diminution in the Executive's office, title, and duties and responsibilities of Executive that existed immediately prior to the Effective Datehereunder. During the period of employment hereunder, The Executive shall devote the Executive's full time and attention to the business and affairs of Employer substantially the same amount of Executive’s time and efforts that Executive devoted Company, render such services to the business best of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement's ability, and spending reasonable amounts of personal time in use the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s 's best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employerthe Company. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, It shall not be elected. For purposes a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities to the Company in accordance with this Agreement. The Executive`s duties will require the Executive's regular presence during normal working hours on business days Monday through Friday at the Company's principal executive offices, Employer’s subsidiariescurrently located at 000 Xxxx Xxxxxxxx, parent companies and other affiliates are collectively referred to as “AffiliatesXxx Xxxx, Xxx Xxxx, but the Executive's duties will also involve some business travel.”

Duties of Executive. Subject 3.1 The Executive shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests. 3.2 The Executive shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned or delegated to or vested in him by SmarTire and/or the Board. An outline of the primary responsibilities of the Executive at the date of this Agreement is attached at Schedule 1. SmarTire and/or the Board may also suspend all or any of the Executive's duties and powers for such periods and on such terms as it considers expedient (including a term that the Executive shall not attend at the premises of any Group Company and/or not perform any work on the Group's behalf) provided that those terms are appropriate to the approvals by Executive's status as a Director. 3.3 During the Appointment the Executive shall promptly give to the Board and/or SmarTire such information in connection with the affairs of the Group and with such matters relating to the ultimate supervision Appointment as it shall require and shall comply with all proper instructions of the Board. 3.4 The Executive shall (unless prevented by ill-health or accident or otherwise directed by the Board and/or SmarTire) devote the whole of his time skill, Executive ability and attention during normal business hours to the term hereof shall serve as Employer’s Chairman duties of the BoardAppointment and such additional time as is necessary for the proper fulfilment of those duties. The Executive shall, President without additional remuneration, work such hours (including at weekends) as are reasonably necessary in order for him to properly carry out his duties under this Agreement. 3.5 The Executive shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and Chief if the Executive Officer(together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than five per cent. Subject of the securities of that class; or (b) with the consent in writing of SmarTire and/or the Board (such consent being in their absolute and sole discretion) which may be given subject to any terms or conditions which the Company requires. 3.6 The duties of the Appointment shall relate primarily to the control of United Kingdom at such places as the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and Company may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to timetime reasonably require but shall extend to travel abroad (subject to the payment of proper expenses) when reasonably required by the Company for the proper performance of his duties. 3.7 Subject always to Clause 3.6 above, the Executive will normally be elected. For purposes of this Agreementbased at the Company's premises at 6 Bexxxxxxx Xxxxxxxx Xxxxxx, Employer’s subsidiariesXxxxxxxxx Xxxxx, parent companies and other affiliates are collectively referred to as “AffiliatesXxxxxxxx, Xxxxxxxxx, XX00 0XX.”

Duties of Executive. Subject to During the approvals by and Term of Employment under this Agreement, the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman the President and the Chief Operating Officer of the BoardCompany, President and shall diligently perform all services as may reasonably be assigned to the Executive by the Chief Executive Officer. Subject Officer of the Company and by the Board of Directors (the "Board") of the Company, and shall exercise such power and authority as may from time to time be delegated to the control Executive by the Board. Without limiting the generality of the Boardforegoing, the Executive duties shall have include, among other things, the responsibilities commensurate following: Managing the Company's day-to-day operations. Maintaining reporting and supervisory responsibility for all departments of the Company provided, that the Chief Executive Officer of the Company shall maintain such involvement with Executive’s title departments and individuals as otherwise provided in Employer’s bylaws the Chief Executive may deem to be necessary and other governing documents, but in any event, construed in a manner generally consistent appropriate. Working with the Chief Executive Officer to establish strategy and goals for the Company and for its operations, including overseeing the establishment of goals for individuals within departments. Such general business development activities as the Chief Executive Officer may assign from time to time. The Executive acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the Company's management team expands, provided that such assignments of duties to other persons do not constitute a material or unreasonable diminution in the Executive's office, title, and duties and responsibilities of Executive that existed immediately prior to the Effective Datehereunder. During the period of employment hereunder, The Executive shall devote the Executive's full business time and attention to the business and affairs of Employer substantially the same amount of Executive’s time and efforts that Executive devoted Company, render such services to the business best of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement's ability, and spending reasonable amounts of personal time in use the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s 's best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employerthe Company. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, It shall not be elected. For purposes a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities to the Company in accordance with this Agreement. The Executive's duties will require the Executive's regular presence during normal working hours on business days Monday through Friday at the Company's principal executive offices, Employer’s subsidiariescurrently located at 000 Xxxx Xxxxxxxx, parent companies and other affiliates are collectively referred to as “AffiliatesXxx Xxxx, Xxx Xxxx, but the Executive's duties will also involve some business travel.”

Duties of Executive. Subject (a) Executive shall devote his full business time, attention and energies to performance of his duties hereunder as reasonably directed by the Company’s Chief Executive Officer, 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. Executive shall be permitted to engage in family, civic, charitable and other non-commercially oriented activities but shall not engage in any outside work during business hours and/or commercially oriented activities which will materially affect, impede, prohibit, or restrict his abilities to perform his obligations under this Agreement. Executive shall provide written notice to the approvals by Company’s Chief Executive Officer prior to engaging in any such material outside work or commercially oriented activity, and permission to engage in any such work or activity shall be granted solely in the ultimate supervision discretion of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title ability to engage in activities which are primarily personal investment activities and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote are not related to the business of Employer substantially the same amount Company, provided, further, no such activity shall interfere, in any material respect, with the Executive’s obligations under this Agreement. Notwithstanding the foregoing, and except to the extent the restrictions contained in Section 9 may apply, nothing in this Agreement shall prohibit Executive from: (i) participating in charitable and professional organizations in an unpaid capacity; or (ii) serving as a non-executive director of one or more other corporations; in each case, in a manner, and to an extent, that will not materially interfere with his duties to the Company. (b) Executive shall report directly to the Company’s Chief Executive Officer. The Chief Executive Officer shall have the power to direct, control and supervise the duties of Executive under this Agreement, as well as the manner of Executive’s time and efforts that Executive devoted to the business performance of Employer prior to the Effective Datesuch duties; provided, however, that this Section the Chief Executive Officer shall not impose or permit to be construed as preventing Executive from investing imposed on its behalf any duties or constraints of any kind that are unreasonable, that are inconsistent with Executive’s personal assets in business ventures role and duties as Chief Business Officer of the Company or that do not compete with Employer would require Executive to violate any law or Employer’s Affiliates (as hereinafter defined) applicable government rule or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesregulation.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s the Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s 's title and as otherwise provided in Employer’s 's bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s 's time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s 's personal assets in business ventures that do not compete with Employer or Employer’s 's Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronicsAmerican Physicians Service Group, Inc., a Delaware Texas corporation (“HTRN”"APS"), and that Executive serves as both a director and may serve as an officer of HTRNAPS. Employer agrees that Executive may continue to serve HTRN APS in such capacities and devote Executive’s 's time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s 's best efforts to promote the interests of Employer and Employer’s 's Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s 's Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s 's subsidiaries, parent companies and other affiliates are collectively referred to as “"Affiliates.”"

Duties of Executive. Subject (a) Executive shall devote his full business time, attention and energies to performance of his duties hereunder as reasonably directed by the Company’s Chief Executive Officer, 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. Executive shall be permitted to engage in family, civic, charitable and other non-commercially oriented activities but shall not engage in any outside work during business hours and/or commercially oriented activities which will materially affect, impede, prohibit, or restrict his abilities to perform his obligations under this Agreement. Executive shall provide written notice to the approvals by Company’s Chief Executive Officer prior to engaging in any such material outside work or commercially oriented activity, and permission to engage in any such work or activity shall be granted solely in the ultimate supervision discretion of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title ability to engage in activities which are primarily personal investment activities and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote are not related to the business of Employer substantially the same amount Company, provided, further, no such activity shall interfere, in any material respect, with the Executive’s obligations under this Agreement. Notwithstanding the foregoing, and except to the extent the restrictions contained in Section 9 may apply, nothing in this Agreement shall prohibit Executive from: (i) participating in charitable and professional organizations in an unpaid capacity; or (ii) serving as a non-executive director of one or more other corporations; in each case, in a manner, and to an extent, that will not materially interfere with his duties to the Company. (b) Executive shall report directly to the Company’s Chief Executive Officer. The Chief Executive Officer shall have the power to direct, control and supervise the duties of Executive under this Agreement, as well as the manner of Executive’s time and efforts that Executive devoted to the business performance of Employer prior to the Effective Datesuch duties; provided, however, that this Section the Chief Executive Officer shall not impose or permit to be construed as preventing Executive from investing imposed on its behalf any duties or constraints of any kind that are unreasonable, that are inconsistent with Executive’s personal assets in business ventures role and duties as Chief Medical and Development Officer of the Company or that do not compete with Employer would require Executive to violate any law or Employer’s Affiliates (as hereinafter defined) applicable government rule or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesregulation.”

Duties of Executive. Subject 2.1 Executive shall report to the approvals by Chief Executive Officer of the Company. Executive will have all necessary powers to discharge his duties and responsibilities, which will include responsibilities for matters as Chief Operating Officer of the Company and general oversight of the affairs of South and/or its subsidiaries and affiliates; consultation as needed with officers, managers, employees and other personnel of South and the ultimate supervision Company; and such other duties as the Chief Executive Officer and/or Board of Directors of the BoardCompany may reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. 2.2 During the Term of this Agreement and except as provided below, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject will perform to the control best of the Boardhis abilities all duties assigned to him hereunder, Executive shall have the responsibilities commensurate with Executive’s title will devote substantially all of his primary business time, attention and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior effort to the Effective Date. During affairs of South and the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this AgreementCompany, and spending will use his reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer South and Employer’s Affiliatesthe Company. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. 2.3 Executive warrants that he has obtained and possesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain through the Term of this Agreement, Employerall licenses, approvals, permits and authorizations (the “Licenses”) necessary to perform Executive’s subsidiariesduties hereunder, parent companies including without limitation, any licenses required by any state, county, Native American Tribe or other agency having jurisdiction to regulate gaming, lotteries, liquor or the activities undertaken by the Company or South. Any costs, attorneys’ fees, investigation fees or other expenses incurred in connection with obtaining such Licenses will be borne by the Company. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to as “Affiliatesobtain or possess such licenses and that Executive will commit no acts during the Term or any extension thereof that would jeopardize or eliminate his ability to possess or maintain such licenses.” 2.4 Executive agrees to submit to drug testing in accordance with the Company’s policy and to execute the Company’s standard consent form.

Duties of Executive. Subject to 4.1 The Executive shall, during the approvals by Term of this Agreement: (a) perform the duties and the ultimate supervision responsibilities of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the BoardCorporation, President including all those duties and responsibilities customarily performed by a person holding the same or an equivalent position in corporations of a similar size to the Corporation, in a similar Business to that of the Corporation in Canada and publicly traded in the United States securities markets, subject to the following provisions to clarify the distinct roles of the Executive Chairman and the Chief Executive Officer. Subject Officer of the Corporation (the “CEO”): (i) the CEO will report to the control Board of Directors of the Corporation (the “Board”) through the Executive Chairman, who shall be the senior executive of the Corporation; (ii) each of the Executive Chairman and the CEO will bring material issues relating to the management of the Corporation to the attention of the other and exchange with each other reasonably requested information; (iii) the Executive Chairman and the CEO will cooperate with each other and work as partners on all matters relating to the management of the Corporation and, in particular, shall jointly share responsibilities relating to matters involving investor relations; (iv) subject to usual Board restrictions, the CEO will have primary responsibility for exploration, operations, regulatory matters relating to exploration, project development, communication with local press regarding those issues, as well as community and aboriginal relations, whereas the Executive Chairman will have primary responsibility for general corporate strategy, strategic alliance, financing, communication with national and international press, matters relating to securities regulation including reserve reporting, and investor relations. all in accordance with the policies, procedures and rules established by the Corporation, provided that in light of the fact that the changes to this Agreement from the Original Agreement reflect the consequences of a merger with the Corporation’s subsidiary, Oil Sands Quest Inc., and because the day-to-day interaction between the positions of Executive Chairman and the CEO have not been worked out, although the Executive agrees with the description of his duties vis-a-vis the CEO as recorded in sub-paragraphs (i) through (iv), inclusive, until December 31, 2007, such terms shall be deemed to be on an interim basis and it is agreed that the Executive is reserving his rights to elect to assert that anything in the said sub-paragraphs is a Triggering Event as defined in paragraph 1.1(s), above, and in the event that any of such items shall be considered by him, within such one year period, to be a Triggering Event, then for the purposes of section 10.2, below, the Triggering Event shall be deemed to have occurred immediately before the delivery of Notice pursuant to paragraph 10.4(a), below; (b) accept such other or alternate office or offices or titles to which he may be elected or appointed or granted by the board of directors of the Corporation, provided that performance of the duties and responsibilities associated with such office or offices shall be consistent with the duties provided for in Section 4.1(a). Notwithstanding the formal title given to the Executive, and subject only to the ordinary directions customarily given by a board of directors, the Executive shall have the senior executive authority in the Corporation and/or any amalgamated corporation; and (c) devote the whole of his working time, attention, efforts and skill to the performance of his employment duties and responsibilities commensurate with Executive’s title as set out herein, and as otherwise provided truly and faithfully serve the best interests of the Corporation at all times. 4.2 The principal executive offices of the Corporation shall be in Employer’s bylaws Calgary and other governing documents, but the Corporation shall have no obligation to maintain executive offices in any eventother city. It is understood and agreed by the Corporation that the Executive maintains residences in Calgary and London, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s England and divides his time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”)between both locations, and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that the Executive may continue to serve HTRN in such capacities carry out his duties and devote Executive’s time and efforts to such service in a manner generally consistent with responsibilities on behalf of the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoingCorporation from either location as he deems appropriate, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesacting reasonably.”

Duties of Executive. Subject (a) Executive shall perform the duties and responsibilities of an Executive Vice President [or successor title] of the CNA Insurance Companies as defined and directed by CNA’s President & Chief Executive Officer, Property and Casualty Operations (hereinafter “President”). Executive shall report to the approvals by President. Executive may be elected to and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman a member of the Board, President and Chief Executive Officer. Subject to the control Board of Directors of one or more of the BoardCNA Insurance Companies, and if so elected Executive shall have agrees to serve on such boards in such capacity without additional compensation and Executive further agrees to resign any such position on such Boards upon the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent termination of his employment with the responsibilities Company for any reason or at the request of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective DatePresident; provided, however, that nothing in this Section Agreement shall not be construed require that any CNA Insurance Companies elect Executive to its board of directors. (b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Executive Vice President of the CNA Insurance Companies, as preventing well as such other specific duties and responsibilities as the President shall assign or designate to Executive from investing time to time not inconsistent with Executive’s personal assets in business ventures that do not compete with Employer status. Executive shall devote substantially all of his working time to the performance of his duties as set forth herein and shall not, without the prior written consent of the President, accept other employment or Employer’s Affiliates (as hereinafter defined) render or are not otherwise prohibited by this Agreementperform other services, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material nor shall he have any direct or indirect ownership interest in HealthTronicsany other business which is in direct or indirect competition with the business of the Company or the CNA Insurance Companies, Inc., other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a Delaware corporation (“HTRN”)determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and that Executive serves as a director and may serve as an officer personal investment activities, provided that, in the judgment of HTRN. Employer agrees that Executive may continue to serve HTRN in the President, such capacities and devote Executive’s time and efforts to such service in a manner generally consistent activities do not materially interfere with the time performance of his duties and efforts devoted responsibilities hereunder. (c) The services to be provided by Executive prior to in accordance with this Agreement shall be performed principally at the Effective Date. Consistent with Company’s New Jersey office or such other location or locations as the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, President may require from time to time. It is understood and agreed by the parties hereto that, Executive shall also be elected. For purposes required to perform services on a regular basis at the Company’s offices in Chicago and that, regardless of where Executive is required to perform services in accordance with this Agreement, Employer’s subsidiariesExecutive shall maintain his residence in the New York City area, parent companies and other affiliates are collectively referred unless Executive, in his sole discretion, relocates his residence to as “Affiliatesthe Chicago, Illinois area.”

Duties of Executive. Subject to (a) Executive will serve in the approvals by and the ultimate supervision capacity of General Counsel of Anchor, as well as Secretary of the Board, Executive during Board of Directors of Anchor (the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”"BOARD"), and that will be subject to supervision by the Chief Executive serves Officer ("CEO") and/or the Board. In such capacity, Executive will have all necessary powers to discharge his duties and responsibilities, which will include oversight of all legal matters in which Anchor and its affiliated and/or subsidiaries are involved and consulting with other officers of Anchor, as a director and needed; together with such other duties as the Board and/or CEO may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. (b) During the time term of this Agreement and efforts devoted by except as provided below, Executive prior will perform to the Effective Date. Consistent with best of his abilities all duties assigned to him hereunder, will devote substantially all of his primary business time, attention and effort to the foregoing, Executive shall affairs of Anchor and will use Executive’s his reasonable best efforts to promote the interests of Employer Anchor. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. (c) Executive has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain throughout the Term of this Agreement, all licenses, approvals, permits, and authorization (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any agency of any state or county having jurisdiction to regulate gaming, liquor or the activities undertaken by Employer’s subsidiaries. Any costs, parent companies attorneys' fees, investigations fees or other expenses incurred in connection with obtaining such Licenses will be borne by Employer. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to obtain or possess such licenses and that Executive will commit no acts during the term hereof that would jeopardize or eliminate his ability to possess or maintain such Licenses. (d) Executive agrees to submit to drug testing in accordance with the Company policy, and to execute a consent form attached as “Affiliates.”EXHIBIT A.

Duties of Executive. Subject 2.1 Executive shall report to the approvals by Executive Vice President of Product Development of IGT. Executive will have all necessary powers to discharge his duties and the ultimate supervision responsibilities, which will include general oversight of the Boardoperations of the Company and/or its subsidiaries and affiliates; consultation as needed with officers, managers, employees and other personnel of the Company; and such other duties as the Chief Executive Officer or Board of Directors of the Company may reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. 2.2 During the Term of this Agreement and except as provided below, Executive during will perform to the term hereof shall serve as Employer’s Chairman best of his abilities all duties assigned to him hereunder, will devote substantially all of his primary business time, attention and effort to the affairs of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this AgreementCompany, and spending will use his reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer the Company. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. 2.3 Executive warrants that he has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain through the Term of this Agreement, Employer’s subsidiariesall licenses, parent companies approvals, permits and authorizations (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any state, county, Native American Tribe or other affiliates are collectively referred agency having jurisdiction to as “Affiliatesregulate gaming, lotteries, liquor or the activities undertaken by the Company. Any costs, attorneys' fees, investigation fees or other expenses incurred in connection with obtaining such Licenses will be borne by the Company. Executive warrants that he is fully eligible, under all standards and requirements, to obtain or possess such licenses and that Executive will commit no acts during the Term or any extension thereof that would jeopardize or eliminate his ability to possess or maintain such licenses.” 2.4 Executive agrees to submit to drug testing in accordance with Company's policy and to execute the Company's standard consent form.

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s 's Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s 's title and as otherwise provided in Employer’s 's bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s 's time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s 's personal assets in business ventures that do not compete with Employer or Employer’s 's Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronicsPrime Medical Services, Inc., a Delaware corporation (“HTRN”"Prime"), and that Executive serves as a director and may serve as an officer of HTRNPrime. Employer agrees that Executive may continue to serve HTRN Prime in such capacities and devote Executive’s 's time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s 's best efforts to promote the interests of Employer and Employer’s 's Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s 's Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s 's subsidiaries, parent companies and other affiliates are collectively referred to as “"Affiliates.”"

Duties of Executive. Subject (a) Executive is hereby hired and employed by the Company to perform the approvals duties and accept the responsibilities as herein set forth. During the term hereof, Executive (i) shall be Chief Executive Officer of the Company and each of its significant subsidiaries and (ii) shall serve as President and such other executive officer positions of the Company and each of its significant subsidiaries as requested by the Company's Board of Directors (the "Board") in the event such offices are not otherwise filled by Executive or the Board. In such capacities, Executive shall be the principal officer of the Company and each of its significant subsidiaries, and shall have full power to conduct the ultimate business of the Company and its subsidiaries and affiliates, and have responsibility for the active management, control and supervision of the business and affairs of such entities, subject only to the supervision and control of the Board. Executive shall report only to the Board and Executive's powers and authority shall be superior to those of any officer or employee of the Company or of any subsidiary thereof. Executive shall not be required without his consent to undertake responsibilities not commensurate with his position. The Company agrees to nominate Executive for election to the Board at each annual meeting of stockholders during his employment hereunder. Executive agrees to serve on the Board if elected. (b) Executive agrees to devote as much time as may be required to fulfill Executive's duties and obligations to the Company and its affiliates under the terms of this Agreement. Executive shall be permitted to undertake or continue to conduct other business, Executive civic, or charitable activities during the term hereof shall serve as Employer’s Chairman of if such activities do not in the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent aggregate materially interfere with the responsibilities duties of Executive that existed immediately prior to the Effective Datehereunder. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts The Company agrees that Executive devoted to may, at Executive's option (i) hold outside directorships during the business term of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”)may retain all compensation from such board service, and that (ii) invest or otherwise participate in other ventures, including restaurant ventures other than Hollywood themed restaurant ventures. (c) Executive serves shall be not be deemed to be engaged in or concerned with a duty or pursuit which is contrary to the best interests of the Company unless he has received written notice to such effect, setting forth with reasonable specificity the basis of such claim, from the Company and has not, within sixty (60) days from the date of his receipt of any such written notice, initiated steps to eliminate his engagement in or concern with such duties or pursuits as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN are specified in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior notice as being contrary to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes provisions of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “AffiliatesSection 3.”

Duties of Executive. Subject (a) Executive will serve in the capacity of Chief Operating Officer—Gaming Operations for Anchor, and will be subject to supervision by the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive OfficerOfficer (the "CEO") and the Board of Directors of Anchor (the "BOARD"). Subject In such capacity, Executive will have all necessary powers to discharge his duties and responsibilities, which will include general oversight of the gaming operations of Anchor and/or its subsidiaries and affiliates; consultation as needed with officers, managers, employees and other personnel of Anchor; and such other duties as the Board may reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. (b) During the term of this Agreement and except as provided below, Executive will perform to the control best of the Boardhis abilities all duties assigned to him hereunder, Executive shall have the responsibilities commensurate with Executive’s title will devote substantially all of his primary business time, attention and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior effort to the Effective Date. During the period affairs of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time Anchor and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending will use his reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer Anchor. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. (c) Executive has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain throughout the Term of this Agreement, all licenses, approvals, permits, and authorization (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any agency of any state or county having jurisdiction to regulate gaming, liquor or the activities undertaken by Employer’s subsidiaries. Any costs, parent companies attorneys' fees, investigations fees or other expenses incurred in connection with obtaining such Licenses will be borne by Employer. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to obtain or possess such licenses and that Executive will commit no acts during the term hereof that would jeopardize or eliminate his ability to possess or maintain such Licenses. (d) Executive agrees to submit to drug testing in accordance with the Company policy, and to execute a consent form attached hereto as “Affiliates.”EXHIBIT A.

Duties of Executive. Subject to the approvals by and the ultimate supervision of the BoardBoard and each Authorized Board Designee, Executive during shall serve, until November 15, 2007, as Chief Financial Officer of American Physicians Insurance Company, a subsidiary of Employer. Beginning on November 15, 2007, and continuing thereafter throughout the term hereof of this Agreement, Executive shall serve as Employer’s Chairman of the Board, Vice President – Finance and Chief Financial Officer of Employer. Employer shall have sole discretion to determine whether, after November 15, 2007, Executive Officerremains the Chief Financial Officer of American Physicians Insurance Company. Subject to the control of the BoardBoard and any Authorized Board Designee, Executive shall have the responsibilities commensurate with Executive’s title such titles and as otherwise provided in Employer’s or, as applicable, any subsidiary’s, bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote substantially all of Executive’s professional time and best efforts to the business of Employer substantially for the same amount profit, benefit and advantage of Executive’s Employer, and shall perform such other services as shall be designated, from time and efforts that Executive devoted to time, by the business of Employer prior to the Effective DateBoard or any Authorized Board Designee; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject to (a) Executive will serve in the approvals by capacity of Chief Financial Officer and the ultimate supervision Treasurer of Anchor, as well as Secretary of the Board, Executive during Board of Directors of Anchor (the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”"BOARD"), and that will be subject to supervision by the Chief Executive serves Officer ("CEO") and/or the Board. In such capacity, Executive will have all necessary powers to discharge his duties and responsibilities, which will include oversight of all financial matters in which Anchor and its affiliated and/or subsidiaries are involved and consulting with other officers of Anchor, as a director and needed; together with such other duties as the Board and/or CEO may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. (b) During the time term of this Agreement and efforts devoted by except as provided below, Executive prior will perform to the Effective Date. Consistent with best of his abilities all duties assigned to him hereunder, will devote substantially all of his primary business time, attention and effort to the foregoing, Executive shall affairs of Anchor and will use Executive’s his reasonable best efforts to promote the interests of Employer Anchor. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. (c) Executive has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain throughout the Term of this Agreement, all licenses, approvals, permits, and authorization (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any agency of any state or county having jurisdiction to regulate gaming, liquor or the activities undertaken by Employer’s subsidiaries. Any costs, parent companies attorneys' fees, investigations fees or other expenses incurred in connection with obtaining such Licenses shall be borne by Employer. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to obtain or possess such licenses and that Executive will commit no acts during the term hereof that would jeopardize or eliminate his ability to possess or maintain such Licenses. (d) Executive agrees to submit to drug testing in accordance with the Company policy, and to execute a consent form attached as “Affiliates.”EXHIBIT A.

Duties of Executive. Subject (a) Executive shall perform the duties and responsibilities of Executive Vice President and President & Chief Executive Officer of Property and Casualty Operations of the CNA insurance companies as defined and directed by the Company’s Chief Executive Officer (hereinafter “CEO”). Executive shall report to the approvals by CEO. Executive may at the Company’s discretion be elected to and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman a member of the Board, President and Chief Executive Officer. Subject to the control Board of Directors of one or more of the BoardCNA insurance companies, and if so elected Executive shall have agrees to serve on such boards in such capacity without additional compensation. Executive further agrees to resign any such position on such Boards upon the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent termination of his employment with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective DateCompany for any reason; provided, however, that nothing in this Section Agreement shall not require that any CNA insurance companies elect Executive to its board of directors. Executive may also be construed elected as preventing an executive officer of CNA Financial Corporation (“CNAF”), a publicly-traded company that is the indirect parent of the Company, and if so elected Executive agrees to serve in such capacity for the term of this Agreement or any portion thereof without additional compensation; provided, however, that nothing in this Agreement shall require that CNAF elect or maintain Executive in any such position. (b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Executive Vice President and President & Chief Executive Officer of Property Casualty Operations, as well as such other specific duties and responsibilities as the CEO shall assign or designate to Executive from investing time to time not inconsistent with Executive’s personal assets in business ventures that do not compete with Employer status. Executive shall devote substantially all of his working time to the performance of his duties as set forth herein and shall not, without the prior written consent of the CEO, accept other employment or Employer’s Affiliates (as hereinafter defined) render or are not otherwise prohibited by this Agreementperform other services, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material nor shall he have any direct or indirect ownership interest in HealthTronicsany other business which is in competition directly or indirectly with the business of the Company, Inc.the CNA insurance companies or CNAF, other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a Delaware corporation (“HTRN”)determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and that Executive serves as a director and may serve as an officer personal investment activities, provided that, in the judgment of HTRN. Employer agrees that Executive may continue to serve HTRN in the CEO, such capacities and devote Executive’s time and efforts to such service in a manner generally consistent activities do not interfere with the time performance of his duties and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesresponsibilities hereunder.”

Duties of Executive. Subject (a) Executive shall devote her full business time, attention and energies to performance of her duties hereunder as reasonably directed by the Company’s Chief Executive Officer, 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. Executive shall be permitted to engage in family, civic, charitable and other non-commercially oriented activities but shall not engage in any outside work during business hours and/or commercially oriented activities which will materially affect, impede, prohibit, or restrict her abilities to perform her obligations under this Agreement. Executive shall provide written notice to the approvals by Company’s Chief Executive Officer prior to engaging in any such material outside work or commercially oriented activity, and permission to engage in any such work or activity shall be granted solely in the ultimate supervision discretion of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title ability to engage in activities which are primarily personal investment activities and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote are not related to the business of Employer substantially the same amount Company, provided, further, no such activity shall interfere, in any material respect, with the Executive’s obligations under this Agreement. Notwithstanding the foregoing, and except to the extent the restrictions contained in Section 9 may apply, nothing in this Agreement shall prohibit Executive from: (i) participating in charitable and professional organizations in an unpaid capacity; or (ii) serving as a non-executive director of one or more other corporations; in each case, in a manner, and to an extent, that will not materially interfere with her duties to the Company. (b) Executive shall report directly to the Company’s Chief Executive Officer. The Chief Executive Officer shall have the power to direct, control and supervise the duties of Executive under this Agreement, as well as the manner of Executive’s time and efforts that Executive devoted to the business performance of Employer prior to the Effective Datesuch duties; provided, however, that this Section the Chief Executive Officer shall not impose or permit to be construed as preventing Executive from investing imposed on its behalf any duties or constraints of any kind that are unreasonable, that are inconsistent with Executive’s personal assets in business ventures role and duties as Chief Financial Officer of the Company or that do not compete with Employer would require Executive to violate any law or Employer’s Affiliates (as hereinafter defined) applicable government rule or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesregulation.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President Board and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject During the continuance of the Appointment: (a) The Executive shall devote the whole of his time, attention and skill to the approvals duties of his office and shall faithfully, efficiently, competently and diligently perform such duties and exercise such powers as may from time to time be assigned to or vested in him and shall obey all reasonable and lawful directions given to him by or under the authority of the Board and use all reasonable endeavours to promote and extend the Company’s business and to protect and further the interest and reputation of the Company; (b) the Company reserves the right to assign to the Executive duties of a different nature to those which are consistent with the job title set out in Clause 1 provided such duties are of an equivalent or higher status to those consistent with the job title set out in Clause 1; (c) the Executive may be required in pursuance of his duties hereunder to perform services not only for the Company but also for any associated company for so long as the Company requires and (without further remuneration) to accept such offices in any associated company as the Company may from time to time reasonably require and the ultimate supervision Executive shall carry out such duties as if they were duties to be performed by him on behalf of the Company and the obligations contained herein shall apply mutatis mutandis as if all references to “the Company” are references to the relevant associated company; (d) the Executive hereby agrees that the Company shall be entitled from time to time without any further consent to second him to the employment of any associated company but without prejudice to his rights hereunder and the Executive shall carry out such duties as if they were duties to be performed by him on behalf of the Company and the obligations contained herein shall apply mutatis mutandis as if all references to “the Company” are references to the relevant associated company; (e) the Executive hereby warrants to the Company that he shall not, as a consequence of carrying out his duties hereunder, or entering into this Agreement or other agreements or arrangements made or to be made between the Company or any associated company and him commit any breach of any terms express or implied (whether concerning confidentiality, non-competition or otherwise) of any contract with or of any other obligation to any third party binding upon him; (f) the Executive shall not during the term of this Agreement (except with the prior consent in writing of the Board) be directly or indirectly engaged or concerned in the conduct of any other business which is wholly or partly in competition with any business carried on by the Company or any associated company whether by himself or in partnership with or as agent, Executive during the term hereof employee or representative of any third party nor shall serve as Employer’s Chairman he be directly or indirectly interested in any such business save through his holding or being interested in investments (quoted or unquoted) not representing more than one per cent of the Boardissued securities of any class of any one company; (g) the Executive shall, President if called upon to do so and Chief Executive Officer. Subject to the control without any further remuneration other than is herein mentioned, perform his duties hereunder at premises in any part of the Board, United Kingdom as may be agreed between the Executive and the Company. If in accordance with this sub-clause the Executive is required to change his residence the Company will reimburse the Executive such removal and other expense incidental to such change of residence as the Company may consider fair and reasonable in the circumstances together with the disturbance allowance in accordance with the Company’s policy; (h) the Executive shall have at all times keep the responsibilities commensurate with Executive’s title Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company or any associated company and provide such further information, written records and/or explanation as otherwise provided the Board may reasonably require; and (i) the Executive may be required in Employer’s bylaws pursuance of his duties hereunder to travel and other governing documentsstay on a temporary basis outside the United Kingdom, but in any eventshall not, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to timewithout his consent, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred required to as “Affiliatesreside outside the United Kingdom.”

Duties of Executive. Subject (a) Executive will serve in the capacity of Chief Operating Officer--Gaming Operations for Anchor, and will be subject to supervision by the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive OfficerOfficer (the "CEO") and the Board of Directors of Anchor (the "BOARD"). Subject In such capacity, Executive will have all necessary powers to discharge his duties and responsibilities, which will include general oversight of the gaming operations of Anchor and/or its subsidiaries and affiliates; consultation as needed with officers, managers, employees and other personnel of Anchor; and such other duties as the Board may reasonably assign, consistent with duties typically assigned to employees who hold positions similar to that of Executive. (b) During the term of this Agreement and except as provided below, Executive will perform to the control best of the Boardhis abilities all duties assigned to him hereunder, Executive shall have the responsibilities commensurate with Executive’s title will devote substantially all of his primary business time, attention and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior effort to the Effective Date. During the period affairs of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time Anchor and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending will use his reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer Anchor. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. (c) Executive has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain throughout the Term of this Agreement, all licenses, approvals, permits, and authorization (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any agency of any state or county having jurisdiction to regulate gaming, liquor or the activities undertaken by Employer’s subsidiaries. Any costs, parent companies attorneys' fees, investigations fees or other expenses incurred in connection with obtaining such Licenses will be borne by Employer. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to obtain or possess such licenses and that Executive will commit no acts during the term hereof that would jeopardize or eliminate his ability to possess or maintain such Licenses. (d) Executive agrees to submit to drug testing in accordance with the Company policy, and to execute a consent form attached hereto as “Affiliates.”EXHIBIT A.

Duties of Executive. Subject During the continuance of the Appointment the Executive: (a) shall perform the duties set out in the Schedule which may be amended by the Company from time to time with the agreement of the Executive: (b) shall devote the whole of his time, attention and skill during his agreed hours of work to the approvals duties of the Appointment and shall faithfully, efficiently, competently and diligently perform such duties and exercise such powers as may from time to time be assigned to or vested in him and shall obey all reasonable and lawful directions given to him by or under the authority of the Board of Directors and use all reasonable endeavours to promote and extend the Company’s business, to protect and further the interest and reputation of the Company and its Associated Companies. The agreed hours of work of the Executive shall be normal business hours and such other hours as may be required for the proper performance of the duties of the Appointment. The Working Time Regulations 1998, effective from 1st October 1998, state that a worker’s average working time shall not exceed 48 hours per week on average over a 17 week period, unless the worker agrees in writing that the limit shall not apply. The Executive hereby agrees that there may be occasions when he may work in excess of an average of 48 hours per week. The Executive shall not be entitled to receive any additional remuneration for work outside the normal hours; (c) may be required in pursuance of his duties hereunder to perform services not only for the Company but also for any Associated Company and without further remuneration (except as otherwise agreed) to accept such offices in any Associated Company as the Company may from time to time reasonably require; (d) may be required to travel within the United Kingdom and elsewhere abroad in the performance of his duties on such occasions as the Board may from time to time reasonably require. The Executive’s normal place of work shall be at Redhill or at such other place within 50 miles thereof as the Company may reasonably specify or elsewhere as agreed between the Executive and the ultimate supervision of the Board, Executive Company; (e) shall not during the term hereof of this Agreement (except with the Company’s prior consent in writing) be directly or indirectly engaged or concerned whether as principal, servant, agent, consultant or otherwise in the conduct of any other business nor shall serve as Employer’s Chairman he be directly or indirectly interested in any such business save through his holding or being interested in investments (quoted or unquoted) not representing more than five per centum of the Board, President issued securities of any class of any one company; (f) shall abide by the terms and Chief Executive Officer. Subject conditions applicable to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and Appointment as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time contained in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), Company Administration Manual which may be reviewed upon request and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, relevant changes will be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesnotified when they occur.”

Duties of Executive. Subject to (a) Executive will serve in the approvals by and the ultimate supervision capacity of Chief Operating Officer of the BoardSystems Division of Anchor, and will be subject to supervision by the Chief Executive Officer ("CEO"). In such capacity, Executive during the term hereof shall serve as Employer’s Chairman will have all necessary powers to discharge his duties and responsibilities, which will include general oversight of the Board, President and Chief Executive Officer. Subject to the control affairs of the Boardsubsidiaries of Anchor which are generally referred to as the "Systems Division" and which, Executive shall have at the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities time of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts comprise of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronicsfollowing companies: Automated Wagering International, Inc., a Delaware corporation (“HTRN”)VLC, Inc. and that United Tote Company. Executive serves shall consult as a director needed with officers, managers, employees and other personnel of Anchor and shall have such other duties as the CEO may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally reasonably assign, consistent with duties usually assigned to employees who hold positions similar to that of Executive. (b) During the time term of this Agreement and efforts devoted by except as provided below, Executive prior will perform to the Effective Date. Consistent with best of his abilities all duties assigned to him hereunder, will devote substantially all of his primary business time, attention and effort to the foregoing, Executive shall affairs of Anchor and will use Executive’s his reasonable best efforts to promote the interests of Employer Anchor. Notwithstanding the foregoing or anything else in this Agreement, Executive may engage in reasonable charitable, civic or community activities. (c) Executive has obtained and Employer’s Affiliatespossesses, or will obtain and possess, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes will maintain throughout the Term of this Agreement, all licenses, approvals, permits, and authorization (the "LICENSES") necessary to perform Executive's duties hereunder, including without limitation, any licenses required by any agency of any state or county having jurisdiction to regulate gaming, liquor or the activities undertaken by Employer’s subsidiaries. Any costs, parent companies attorneys' fees, investigations fees or other expenses incurred in connection with obtaining such Licenses will be borne by Employer. Executive warrants that he is fully eligible, under all standards and other affiliates are collectively referred requirements, to obtain or possess such licenses and that Executive will commit no acts during the term hereof that would jeopardize or eliminate his ability to possess or maintain such Licenses. (d) Executive agrees to submit to drug testing in accordance with the Company policy, and to execute a consent form attached as “Affiliates.”EXHIBIT A.

Duties of Executive. Subject During the Term, Executive will be employed as the Company's Co-Chief Executive Officer and shall (pursuant to and subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall Merger Agreement) serve as Employer’s the Vice-Chairman of the Board, President Company's Board of Directors (the "Board of Directors"). Executive will have and fulfil1 (i) all of the duties and responsibilities ordinarily associated with such status as Co-Chief Executive Officer at an organization comparable to the Company and (ii) any duties and responsibilities established for the Company's Co-Chief Executive Officer in the Company's charter or bylaws or other organizational documents or by the Board of Directors that are consistent with his position and status as Co-Chief Executive Officer. Subject The Board of Directors will have the right to assign to Executive such other or additional duties and responsibilities, or reduce Executive's duties and responsibilities (provided such reductions do not materially diminish his position, authority or responsibilities at the Company) as the Board of Directors deems in the Company's best interest, and Executive will fulfill such duties and responsibilities as directed by the Board of Directors. Executive will devote substantially all of his working time, attention, and energy to the control Company's business and will not during the term of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but this Agreement engage in any eventsubstantial outside business or other activity unrelated to serving the Company's interest, construed in a manner generally consistent with unless he receives prior approval for such activities from the responsibilities Board of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective DateDirectors; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN occupy, without Board approval, a seat on the Board of Directors of Teleflex Corporation. Executive will fulfill his duties and responsibilities as described in such capacities and devote Executive’s time and efforts to such service this Paragraph 3 in a reasonable and appropriate manner generally consistent with in light of the time Company's policies and efforts devoted practices as established by Executive prior the Board of Directors and the laws and regulations and policies which apply to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer Company's operation and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employeradministration. Executive agrees (and, under Section 6(c)(4) of the BetzDearborn Employment Agreement consents to) perform his duties and responsibilities under this Agreement primarily at the Company's headquarters in Wilmington, Delaware and to accept commute to such headquarters to perform his duties and hold all responsibilities at such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesheadquarters.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the BoardBoard and each Authorized Board Designee, Executive during the term hereof shall serve as Employer’s Chairman of the BoardSenior Vice President – Development, President General Counsel and Chief Executive OfficerSecretary. Subject to the control of the BoardBoard and any Authorized Board Designee, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote all of Executive’s working time, attention, energies and best efforts to the business of Employer substantially for the same amount profit, benefit and advantage of Executive’s Employer, and shall perform such other services as shall be designated, from time and efforts that Executive devoted to time, by the business of Employer prior to the Effective Date; provided, however, that this Section Board or any Authorized Board Designee. The foregoing shall not be construed as preventing Executive from investing making personal investments in such form or manner as will require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made; provided that it does not interfere with Executive’s duties hereunder. Further, the Executive may not during the period of employment hereunder invest Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereofAffiliates. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the BoardBoard and each Authorized Board Designee, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive OfficerOfficer (“CEO”) and shall report to the Board; Executive shall also serve on the Board after appointment by the members of the current Board and subsequent nomination by the Board and election by shareholders. Subject to the control of the BoardBoard and any Authorized Board Designee, Executive shall have those powers and duties normally associated with the responsibilities commensurate with Executive’s title position of CEO of entities comparable to Employer and such other powers and duties as may be prescribed by the Board and as otherwise provided in Employer’s bylaws and other governing documentsdocuments provided that, but in any event, construed in a manner generally such other powers and duties are consistent with the responsibilities of Executive that existed immediately prior to the Effective DateExecutive’s position as CEO and do not violate any applicable laws or regulations. During the period of employment hereunder, Executive shall devote all of Executive’s working time, attention, energies and best efforts to the business of Employer substantially for the same amount profit, benefit and advantage of Executive’s Employer, and shall perform such other services as shall be designated, from time and efforts that Executive devoted to time, by the business of Employer prior to the Effective Date; provided, however, that this Section Board or any Authorized Board Designee. The foregoing shall not be construed as preventing Executive from investing (i) making personal investments in such form or manner as will require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made or (ii) serving as a member of the board of directors of other companies or enterprises in which he currently serves provided that the Board has consented; provided, that neither of the foregoing interferes with Executive’s duties hereunder. Further, Executive may not during the period of employment hereunder invest Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereofAffiliates. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be electedelected without any additional compensation. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board, (a) Executive during the term hereof shall serve as Employer’s Chairman in the capacity of the Board, President and Chief Executive Commercial Officer. Subject , and shall be subject to supervision by the control Chairman and CEO of the BoardCompany. In such capacity, Executive shall have all necessary powers to discharge his responsibilities. Executive shall have all powers granted by the responsibilities commensurate with Executive’s title Bylaws of the Company to a President and Chief Commercial Officer, as otherwise provided in Employer’s bylaws applicable, and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior shall report to the Effective Date. Chairman and CEO of the Company. (b) During the period term of employment hereunderthis Agreement, and thereafter so long as Executive is employed by the Company, Executive shall devote his full business time and effort to the business performance of Employer substantially the same amount of Executive’s time his duties and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve responsibilities as an officer of HTRNthe Company. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with Notwithstanding the foregoing, Executive may spend reasonable amounts of time on personal civic and charitable activities that do not interfere with the performance of his duties and responsibilities to the Company. In addition, Executive may, subject to prior approval by the Board of Directors of the Company, spend reasonable amounts of time serving on boards of directors for other companies or engage in other business activities, provided that such activities do not, in the sound discretion of the Board of Directors of the Company, constitute or create a conflict of interest or adversely affect the Company. (c) Executive shall use observe and comply with the written rules and regulations of the Company respecting its business and shall carry out and perform the directives and policies of the Company as they may from time to time be stated to Executive in writing by the Chief Executive Officer or the Chairman of the Board of Directors. (d) Executive shall maintain accurate business records as may from time to time be required by the Company. Such records may be examined by the Company, at all reasonable times after written request is delivered to Executive. Any such document shall be delivered to the Company promptly upon request. (e) Executive agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company. Executive agrees, upon written request by the Chief Executive Officer, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder. (f) Executive’s best efforts principal place of work shall be located at 00000 Xxxxxx Xxxxx Xxxxx, Xxx Xxxxx XX 00000 or such other locations that the Company may request from time to promote the interests of Employer time on a temporary basis, not to exceed fourteen (14) consecutive days, or thirty (30) days in any one hundred and Employereighty (180) day period without Executive’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. prior written consent. (g) Executive agrees to accept travel, at Company expense, as required to perform the duties of the position. The Parties anticipate that a minimum of zero (0), maximum of fifteen (15), and hold all such offices average of five (5) days each month of domestic and/or directorships with Employer and Employer’s Affiliates as international travel will be required to which Executive may, from time to time, be elected. For purposes perform the duties of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliatesposition.”