Common use of Duties of Executive Clause in Contracts

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and President, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and PresidentCEO, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as Director President and Chief Executive Officer of the Vice Chairman and PresidentCompany, and shall have such duties typically associated with such title title, including, without limitation supervising operations and management of the Company. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board of the Company (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote sixty percent of his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation occupation, other than as declared and existing at the Commencement Date during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entitiessubsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board)corporate, civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman Chief Financial Officer and PresidentChief Accounting Officer, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the BoardPresident. The Executive shall devote his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents that he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 27 (“FINOP”) license and a Series 24. As if requested by the President, shall also serve as the FINOP of the date hereof, the Executive is approved to be a member one or more of the boards listed on Exhibit A attached heretoCompany’s affiliated broker dealers.

Duties of Executive. During the Term of EmploymentEmployment under this Agreement (as hereinafter defined), the Executive shall be employed and serve as the Vice Chairman Company's TBD Officer. The Executive shall be accountable only to the Board, and, subject to the authority of the Board, shall have supervision and Presidentcontrol over, and responsibility for the overall operations of the Company. He also shall have such other powers and duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him prescribed by the Board, provided that such duties are consistent with the Executive's position as Chief Executive Officer of a company the size and type of the Company. The Executive shall devote his full business time, the necessary time and attention and efforts to the performance business and affairs of his duties under this Agreementthe Company, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (xi) be employeed in the construction industry, (ii) serve on corporate (subject to prior approval of the Board, which shall not be unreasonably withheld), civic or charitable boards or committees, (yiii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (ziv) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement. The Executive represents may continue to serve out the remaining term as a board member on any corporate board on which he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As serves as of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoCommencement Date.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman Chief Financial Officer and PresidentChief Accounting Officer, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the BoardChief Executive Officer. The Executive shall devote his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents that he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 27 (“FINOP”) license and a Series 24. As if requested by the Chief Executive Officer, shall also serve as the FINOP of the date hereof, the Executive is approved to be a member one or more of the boards listed on Exhibit A attached heretoCompany’s affiliated broker dealers.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and PresidentChief Accounting Officer of the Company. During the Term of Employment, and Executive shall have such additional duties typically associated with such title and shall exercise such power and authority responsibilities as may from time assigned to time be delegated to him her by the Board, Chief Executive Officer or Chief Financial Officer consistent with her role as Chief Accounting Officer. The Executive shall faithfully and diligently perform all services and responsibilities for the Company. The Executive shall devote his full substantially all of her business time, attention attention, and efforts to the performance of his her duties under this Agreement, render such services to the best of his abilityher ability and, in any event, in a professional manner commensurate with the manner of executives in similar positions in companies of similar size and operations, and use his reasonable her best efforts to promote the best interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its any Related EntitiesEntity, (ii) interferes with the proper and efficient performance of his her duties for the Company, or (iii) interferes with the exercise of his her judgment in the Company’s best interests, in each case without the express written approval of the Board. Notwithstanding During the foregoing or any other provision Term of this AgreementEmployment, it shall not be a breach or violation of this Agreement for the Executive to (x1) serve on corporate the Board for no additional compensation, (subject to prior approval 2) serve on civic or charitable boards, with the consent of the Board), civic or charitable boards or committees, and (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z3) manage personal investments, so long as such activities (individually or in the aggregate) do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company as set forth in accordance with this Agreement. The Executive represents he holds all licenses may serve on the board of one other business so long as the board service is first approved by the Board’s Corporate Governance and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoNominating Committee.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and PresidentChief Executive Officer — Terremark Federal Group, Inc., and shall have such duties typically associated as are assigned to her by the Chief Executive Officer of the Company at the time of the execution hereof. The Executive shall faithfully and diligently perform all services as may be assigned to her by the Board or the Chief Executive Officer of the Company provided that such services are consistent with such title the Executive’s position with the Company, and shall exercise such power and authority as may from time to time be delegated to him her by the BoardBoard or the Chief Executive Officer of the Company. The Executive shall devote his her full business time, attention and efforts to the performance of his her duties under this Agreement, render such services to the best of his her ability, and use his her reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that materially (i) conflicts with the interests of the Company or its Related Entitiessubsidiaries, (ii) interferes with the proper and efficient performance of his her duties for the Company, or (iii) interferes with the exercise of his her judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board)corporate, civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of EmploymentEmployment under this Agreement, the Executive shall be employed and serve as the Vice Chairman and PresidentChief Executive Officer of the Company. The Executive shall be accountable only to the Board, and, subject to the authority of the Board, shall have supervision and control over, and responsibility for, the strategic planning, implementation of the Strategic Plan, and oversight of the policy and procedures of the Company. He also shall have such other powers and duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him prescribed by the Board, provided that such duties are consistent with the Executive's position as Chairman and Chief Executive Officer of a company the size and type of the Company. The Executive shall devote his full business time, time and attention and efforts to the performance business and affairs of his duties under this Agreementthe Company, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (xi) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (yii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (ziii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement. The Executive represents may continue to serve out the remaining term as a board member on any corporate board on which he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As serves as of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoCommencement Date.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Executive Chairman and Presidentof the Company, and shall have such duties typically associated with such title title, including, without limitation, strategic planning and corporate development, as well as working closely with the management team, of the Company and its Related Entities. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board, and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote an average time commitment of 40% of his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entitiessubsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (w) serve on outside corporate boards or committees with prior notice to the Company, (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not constitute a Competitive Activity or significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and Presidenta ____________, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote no less than forty (40%) percent of his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity Employment that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 7, a Series 24 and a Series 2463. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of EmploymentEmployment under this Agreement, the Executive shall be employed and serve as the Vice Chairman and PresidentPresident of the Company, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be expected of an executive in the position of Executive as set forth in this Agreement or otherwise reasonably delegated to him by the BoardBoard and/or the CEO. The Executive shall devote his full business time, attention and efforts report directly to the performance Chief Executive Officer of the Company. The Executive shall diligently and faithfully perform his obligations hereunder, devote substantially all of his duties under this Agreement, render such services professional time and attention to the best Business and affairs of his abilitythe 2 Company, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during It is the Term of EmploymentExecutive's intention to minimize his investment banking relationship with Access Financial Group, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Inc. Notwithstanding the foregoing or any other provision of this Agreement, nothing provided herein shall be deemed to prohibit the Executive from continuing to serve in his present capacity as the President - Capital Markets of Access Financial Group, Inc., and it shall not be a breach or violation of this Agreement for the Executive to (xi) serve on corporate (subject to prior approval of the Board)corporate, civic civic, or charitable boards or committees, committees (yii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, or (ziii) manage personal investments, so long as such activities do not significantly and materially interfere with or significantly and materially detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of EmploymentEmployment under this Agreement, the Executive shall be employed and serve as the Vice Chairman President and PresidentChief Executive Officer of the Company, shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall have such duties typically associated with such title not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote his full business time, time and attention and efforts to the performance business and affairs of his duties under this Agreementthe Company, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (xi) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (yii) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutionsengagements, or (ziii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilitiesmay not accept any employment, consulting or other engagements for which the Executive will receive compensation of any kind without the prior approval of the compensation committee of the Board (the “Compensation Committee”), including holding a Series 7 and a Series 24. As without limitation, serving on the board of directors of any corporation not affiliated with the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoCompany.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company and Presidentits Board, and shall have such duties typically associated with such title title. The Executive shall faithfully and diligently perform all services consistent with Executive’s position as may be assigned to him by the Board and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall perform his services from the executive office of the Company which is currently located in Boca Raton, Florida. The Executive shall not engage in any other business or occupation during the Term of Employment, including, including without limitation, any activity that (i) conflicts with the interests of the Company or its any Related EntitiesEntity, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (xy) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and PresidentChief Executive Officer of the Company. During the Term of Employment, and Executive shall have such additional duties typically associated with such title and shall exercise such power and authority responsibilities as may from time to time be delegated assigned to him by the BoardBoard consistent with his role as Chief Executive Officer. The Executive shall faithfully and diligently perform all services and responsibilities for the Company. The Executive shall devote substantially all of his full business time, attention attention, and efforts to the performance of his duties under this Agreement, render such services to the best of his abilityability and, in any event, in a professional manner commensurate with the manner of executives in similar positions in companies of similar size and operations, and use his reasonable best efforts to promote the best interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its any Related EntitiesEntity, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests, in each case without the express written approval of the Board. Notwithstanding During the foregoing or any other provision Term of this AgreementEmployment, it shall not be a breach or violation of this Agreement for the Executive to (x1) serve on corporate the Board for no additional compensation, (subject to prior approval 2) serve on civic or charitable boards, with the consent of the Board), civic or charitable boards or committees, and (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z3) manage personal investments, so long as such activities (individually or in the aggregate) do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company as set forth in accordance with this Agreement. The Executive represents he holds all licenses may serve on the board of one other business so long as the board service is first approved by the Board’s Corporate Governance and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoNominating Committee.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as Chief Financial Officer and Principal Accounting Officer of the Vice Chairman and PresidentCompany, and shall have such duties typically associated with such title title, including, without limitation, coordinating the day to day management of the Company with its Chief Executive Officer, responsibility for the compilation and review of the Company’s quarterly and annual financial statements and reporting to the Chief Executive, Board, and audit committee as necessary. The Executive shall faithfully and diligently perform all services as may be reasonably assigned to him for his position by the Board of the Company, and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote no less than 100% of his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation occupation, other than as declared and existing at the Commencement Date during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its Related Entitiessubsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interestsinterests and shall cease any other business or occupation so disclosed or existing at the Commencement Date no later than January 31, 2013. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate (subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Executive represents he holds all licenses and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached hereto.or

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and PresidentChief Financial Officer of the Company. During the Term of Employment, and Executive shall have such additional duties typically associated with such title and shall exercise such power and authority responsibilities as may from time to time be delegated assigned to him by the BoardBoard or Chief Executive Officer consistent with his role as Chief Financial Officer. The Executive shall faithfully and diligently perform all services and responsibilities for the Company. The Executive shall devote substantially all of his full business time, attention attention, and efforts to the performance of his duties under this Agreement, render such services to the best of his abilityability and, in any event, in a professional manner commensurate with the manner of executives in similar positions in companies of similar size and operations, and use his reasonable best efforts to promote the best interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its any Related EntitiesEntity, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests, in each case without the express written approval of the Board. Notwithstanding During the foregoing or any other provision Term of this AgreementEmployment, it shall not be a breach or violation of this Agreement for the Executive to (x1) serve on corporate the Board for no additional compensation, (subject to prior approval 2) serve on civic or charitable boards, with the consent of the Board), civic or charitable boards or committees, and (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z3) manage personal investments, so long as such activities (individually or in the aggregate) do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company as set forth in accordance with this Agreement. The Executive represents he holds all licenses may serve on the board of one other business so long as the board service is first approved by the Board’s Corporate Governance and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoNominating Committee.

Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Vice Chairman and PresidentPresident of NBIC. During the Term of Employment, and Executive shall have such additional duties typically associated with such title and shall exercise such power and authority responsibilities as may from time to time be delegated assigned to him by the BoardBoard or Chief Executive Officer consistent with his role as President of NBIC. The Executive shall faithfully and diligently perform all services and responsibilities for the Company. The Executive shall devote substantially all of his full business time, attention attention, and efforts to the performance of his duties under this Agreement, render such services to the best of his abilityability and, in any event, in a professional manner commensurate with the manner of executives in similar positions in companies of similar size and operations, and use his reasonable best efforts to promote the best interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its any Related EntitiesEntity, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests, in each case without the express written approval of the Board. Notwithstanding During the foregoing or any other provision Term of this AgreementEmployment, it shall not be a breach or violation of this Agreement for the Executive to (x1) serve on corporate the Board for no additional compensation, (subject to prior approval 2) serve on civic or charitable boards, with the consent of the Board), civic or charitable boards or committees, and (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z3) manage personal investments, so long as such activities (individually or in the aggregate) do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company as set forth in accordance with this Agreement. The Executive represents he holds all licenses may serve on the board of one other business so long as the board service is first approved by the Board’s Corporate Governance and regulatory approvals necessary to perform these responsibilities, including holding a Series 7 and a Series 24. As of the date hereof, the Executive is approved to be a member of the boards listed on Exhibit A attached heretoNominating Committee.