Common use of Duties of Executive Clause in Contracts

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-Chief Executive Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully and diligently perform all services as may be assigned to her by the Board (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 her by the Board. The Executive shall report directly to the Board. The Executive shall devote her full time and attention to the business and affairs of the Company, render such services to the best of her ability, and use her best efforts to promote the interests of the Company. 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 (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) 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 restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.

Duties of Executive. During Executive shall serve as the President and Chief Executive Officer of the Company and shall have powers and authority superior to any other officer or employee of the Company or of any subsidiary of the Company. Subject to the preceding sentence, during the Term of Employment under this Agreementemployment, the Executive shall continue in good faith use reasonable business efforts to serve as a co-Chief Executive Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully and diligently perform all services as may be commensurate with his position and reasonably assigned to her him by the Board (provided thatand, such services shall not materially differ from following the services currently provided by Effective Time, the Executive), Chief Executive Officer of Hisamitsu and shall exercise such power and authority commensurate with his position and such other power and authority as may from time to time be delegated to her him by the BoardBoard and, following the Effective Time, the Chief Executive Officer of Hisamitsu. The In addition, following the Effective Time, Executive shall report directly regularly consult with and provide information to the BoardChairman of the Board with respect to the Company’s business and affairs. The Executive shall be required to report solely to, and shall be subject solely to the supervision and direction of, the Board and the Chief Executive Officer of Hisamitsu, and no other person or group shall be given authority to supervise or direct Executive in the performance of his duties. Executive shall devote her full time substantially all of his working time, efforts and attention to the business and affairs of the Company, render such services to the best of her ability, and use her best efforts to promote the interests of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it It shall not be a breach or violation of this Agreement for the Executive to to: (ia) serve on corporate, civic or charitable boards or committeescommittees (it being agreed that in no event shall Executive serve on the board of directors of more than two other corporations and the acceptance of any new corporate directorship after the Effective Date of this Agreement shall be subject to the consent of the Board, which shall not be unreasonably withheld); (iib) deliver lectures or lectures, fulfill speaking engagements, engagements or teach at educational institutions; and (iiic) manage personal investments, so long as such activities do not significantly unreasonably interfere with or significantly detract from the performance of the Executive’s responsibilities to as an employee of the Company (or as a director of the Company, if serving as such), in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.

Duties of Executive. During 4.1 The Executive shall, during the Term Term: (a) perform the duties and responsibilities of Employment under this Agreementthe Vice-President, Corporate & Strategic Development, including all those duties and responsibilities customarily performed by a person holding the Executive shall continue same or an equivalent position, or performing duties similar to serve as those to be performed by the Executive, in corporations of a co-Chief Executive Officer andsimilar size to the Corporation, in a similar Business to that of the Corporation in Canada and publicly traded on a recognized senior stock exchange, as long well as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully such other related duties and diligently perform all services responsibilities as may be assigned to her the Executive by the Board (provided that, such services shall not materially differ from of Directors of the services currently provided by the Executive), and shall exercise such power and authority as may Corporation from time to time time, provided that such other related duties and responsibilities are consistent with the Executive’s duties as the Vice-President, Corporate & Strategic Development; (b) accept such other office or offices to which she may be delegated to her elected or appointed by the Board. The Executive Board of Directors of the Corporation in addition to that of the Vice-President, Corporate & Strategic Development, provided that performance of the duties and responsibilities associated with such office or offices shall report directly be consistent with the duties provided for in Article 4.1(a); (c) devote the majority of her working time, attention, efforts and skill to the Board. The Executive shall devote performance of her full time duties and attention to the business responsibilities as set out herein, and affairs of the Company, render such services to truly and faithfully serve the best of her ability, and use her best efforts to promote the interests of the CompanyCorporation at all times. Notwithstanding In particular, and without limiting the foregoing generality of the foregoing, the Executive shall not engage in any personal activities or any employment, consulting work, trade or other provision business activity on her own account or on behalf of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagementsany other Person, or (iii) manage personal investmentsas a material investor or shareholder of any other business or Person that competes, so long as such activities do not significantly interfere conflicts or interferes with the Business or significantly detract from the performance of the Executive’s responsibilities to the Company duties under this Agreement in accordance with this Agreementany way, whether directly or indirectly. The restrictions in the foregoing sentence It shall not apply be a violation of this Article 4.1(c) for the Executive to engage in a voluntary activity or other public service which does not interfere with the Executive’s ownership of common stock of duties under this Agreement; and (d) notwithstanding paragraph 4.1(c), the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer Corporation agrees that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become may be a member of a group which exercises direct or indirect control of, more than five percent the board of any class directors of capital stock other companies provided that the holding of such corporationposition would not be in direct conflict with the Business and provided that the Board of Directors of the Corporation has granted prior approval to such position.

Duties of Executive. During the Term of Employment under this Agreement, the (a) Executive shall continue to serve perform the duties and responsibilities of an Executive Vice President and Chief Actuary [or successor title] of the CNA insurance companies as a co-defined and directed by the Company’s Chief Executive Officer and, (hereinafter “CEO”). Executive shall report to the CEO. Executive may be elected to and shall serve as long as the Executive is a member of the Board of DirectorsDirectors of one or more of the CNA insurance companies, and if so elected Executive agrees to serve on such boards in such capacity without additional compensation. Executive further agrees to resign any such position(s) on such Boards upon the termination of his employment with the Company for any reason; provided, however, that nothing in this Agreement shall require that any CNA insurance companies elect Executive to its board of directors. Executive may also be elected as an executive officer of CNA Financial Corporation (“CNAF”), a copublicly-Chairman of traded company that is the Board 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 faithfully require that CNAF elect or maintain Executive in any such position. (b) Executive shall diligently and diligently perform all services as may be assigned to her by the Board (provided thatbest of his abilities assume, such services shall not materially differ from the services currently provided by the Executive)perform, and discharge the duties and responsibilities of Executive Vice President and Chief Actuary , as well as such other specific duties and responsibilities as the CEO shall exercise such power and authority as may assign or designate to Executive from time to time be delegated to her by the Boardnot inconsistent with Executive’s status. The Executive shall report directly to the Board. The Executive shall devote her full substantially all of his working time and attention 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 render or perform other services, nor shall he have any direct or indirect ownership interest in any other business and affairs which is in competition with the business of the Company, render 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 corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such services to the best of her abilitypartnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and use her best efforts to promote personal investment activities, provided that, in the interests judgment of the Company. Notwithstanding the foregoing or any other provision of this AgreementCEO, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as such activities do not significantly materially interfere with or significantly detract from the performance of the Executive’s his duties and responsibilities to the Company in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporationhereunder.

Duties of Executive. During 4.1 The Executive shall, during the Term Term: (a) perform the duties and responsibilities of Employment under this Agreementthe Vice President, Legal as set forth on Schedule "A", including all those duties and responsibilities customarily performed by a person holding the Executive shall continue same or an equivalent position, or performing duties similar to serve as those to be performed by the Executive, in corporations of a co-Chief Executive Officer andsimilar size to the Corporation, in a similar Business to that of the Corporation in Canada and publicly traded on a recognized senior stock exchange (recognizing the fluid nature of management of the Corporation and the reallocation of responsibilities amongst executives from time to time), as long well as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully such other related duties and diligently perform all services responsibilities as may be assigned to her the Executive by the President and Chief Operating Officer of the Corporation or designate from time to time, provided that such other related duties and responsibilities are consistent with the Executive's duties as the Vice President, Legal; (b) accept such other office or offices to which she may be elected or appointed by the Board of Directors of the Corporation in addition to that of the Vice President, Legal, provided that performance of the duties and responsibilities associated with such office or offices shall be consistent with the duties provided for in Article 4.1(a); and (provided thatc) devote substantially all of her working time, such services shall not materially differ from attention, efforts and skill to the services currently provided by the Executive)performance of her duties and responsibilities as set out herein, and shall exercise such power truly and authority as may from time to time be delegated to her by the Board. The Executive shall report directly to the Board. The Executive shall devote her full time and attention to the business and affairs of the Company, render such services to faithfully serve the best of her ability, and use her best efforts to promote the interests of the CompanyCorporation at all times. Notwithstanding In particular, and without limiting the foregoing generality of the foregoing, the Executive shall not engage in any personal activities or any employment, consulting work, trade or other provision business activity on her own account or on behalf of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagementsany other Person, or (iii) manage personal investmentsas a material investor or shareholder of any other business or Person that competes, so long as such activities do not significantly interfere conflicts or interferes with the Business or significantly detract from the performance of the Executive’s responsibilities 's duties under this Agreement in any way, whether directly or indirectly. It shall not be a violation of this Article 4.1(c) for the Executive to engage in a voluntary activity or other public service which does not interfere with the Company in accordance with Executive's duties under this Agreement. The restrictions in Notwithstanding paragraph 4.1(c), the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer Corporation agrees that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become may be a member of a group which exercises direct or indirect control of, more than five percent the board of any class directors of capital stock other companies provided that: (d) the holding of such corporationposition would not be in direct conflict with the Business, and (e) the Board of Directors of the Corporation has granted prior written approval to such position.

Duties of Executive. During the Term of Employment under this Agreement, the The Executive shall continue to serve as a co-the President and Chief Executive Officer and, as long as of the Executive is Company and a member of the Board of Directors, a co-Chairman of and shall perform the Board of the Companyduties commensurate with such position, shall faithfully and diligently perform all services as may be reasonably assigned to her him by the Board of Directors of the Company (provided that, such services shall not materially differ from the services currently provided by the Executive), "Board") and shall exercise such power and authority as may from time to time be delegated to her him by the Board. The Executive's duties shall also include the development of the web site presently called xxxxxxxxx.xxx or any other name that may be provided to this web site or similar web site. Nothing contained in this Agreement shall be deemed to preclude Executive shall report directly from maintaining any ownership interest in any entity other than the Company so long as such ownership does not conflict or interfere with the performance by the Executive of his duties hereunder. It is expressly recognized that the Executive is a member of the Board of Directors of Hispanic Internet Holdings, Inc.(xxxxxxxxx.xxx), Continucare Corporation and Ivax Corporation which requires the Executive to the Boarddevote a limited amount of his business time and efforts to fulfill his duties as director to these corporations. The Executive represents and warrants that the performance by the Executive of his duties for these named corporations shall devote her full time not affect the Executive's performance of his duties as Chief Executive Officer and attention to the business and affairs of the Company, render such services to the best of her ability, and use her best efforts to promote the interests President of the Company. Notwithstanding However, the foregoing or any other provision parties hereto expressly agree that the performance by the Executive of this Agreementhis duties to Hispanic Internet Holdings, it Inc.(xxxxxxxxx.xxx), Continucare Corporation and Ivax Corporation, in each case, as a director only, shall not be deemed to constitute a breach or violation in any manner of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities 's duties to the Company in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.Company

Duties of Executive. During the Term of Employment under this AgreementEmployment, the Executive shall continue to be employed and serve as a co-the Chief Executive Officer and, as long as of the Company and Intec and any Affiliate. Although the Executive is a member of the Board of Directors, a co-Chairman of the Board will be an employee of the Company, he will, pursuant to the terms of a Parent-Subsidiary Agreement (as defined below) between the Company and Intec, also serve as the Chief Executive Officer of Intec. Although the Executive commenced employment with the Company as the Chief Executive Officer on July 10, 2017 (the “Start Date”), this Agreement shall become effective (the “Effective Date”) upon the receipt of all approvals required by applicable law, including the approval of the shareholders of Intec. For the avoidance of doubt, Executive shall be the most senior executive of the Intec Group, and shall only report to the Board, and to any of their respective successors. Executive shall direct the day-to-day operations of, and be responsible for the strategic direction of, the Intec Group. The Executive shall faithfully and diligently perform all services as may be reasonably assigned to her him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive)Board, and shall exercise such power and authority as may from time to time be delegated to her him by the Board. The Executive shall report directly devote substantially all of his full business time, attention and efforts to the Board. The Executive shall devote her full time and attention to the business and affairs performance of the Companyhis duties under this Agreement, render such services to the best of her his ability, and use her his reasonable best efforts to promote the interests of the CompanyIntec Group. The Executive shall not engage in any other business or occupation during the Term of Employment. 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 (ix) serve on corporate, civic or charitable boards or committees or, with the prior approval of the Board, on corporate boards or committees, (iiy) deliver lectures or lectures, fulfill speaking engagementsengagements or teach at educational institutions, or provide up to ten (10) hours per calendar month of consulting services, or (iiiz) manage personal investments, so long as provided that in each case such activities do not significantly interfere with or significantly detract from affect the performance of the Executive’s responsibilities to the Company Intec Group in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.

Duties of Executive. During the Term of Employment under this Agreement, the (a) Executive shall continue to serve as a co-the Chief Executive Officer and, as long of the Company and serve in such other and/or additional positions as the Company shall determine. In such capacity Executive is a member shall report to the Company's Board of Directors and Executive shall perform the duties and render the services on behalf of the Board of Directors, a co-Chairman of Company associated with the Board of the Company, positions he shall faithfully and diligently perform all services hold as may be assigned to her by the Board (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 set forth from time to time be delegated to her by in resolutions of, or other directives issued by, the Company's Board of Directors or authorized delegate of the Board. The . (b) Executive shall report directly agrees to perform such duties and render such services to the Board. The Executive shall devote her full time best of his ability, devoting thereto his entire professional time, attention and attention energy exclusively to the business and affairs of the CompanyCompany and its affiliates, render such services to the best of her abilityas its business and affairs now exist and as they hereafter may be changed, and use her best efforts to promote shall not during the interests term of the Company. Notwithstanding the foregoing or his employment hereunder be engaged in any other provision of this Agreementbusiness activity, it shall whether or not be a breach such business activity is pursued for gain or violation of this Agreement profit; PROVIDED, HOWEVER, that Executive may, after July 31, 1996 for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as such activities do service does not significantly interfere with Executive's duties hereunder, serve on the Board of Directors of an unaffiliated company which is not in the same or significantly detract related area of business as the Company and its subsidiaries and is otherwise acceptable to the Company's Board of Directors. The foregoing shall not be construed as preventing Executive from investing his assets in such form or manner as will not require any significant services on his part in the performance operation of the Executive’s responsibilities to affairs of the Company businesses or entities in accordance with this Agreement. The restrictions in the foregoing sentence which such investments are made; provided, however, that Executive shall not apply to the Executive’s ownership of common stock of invest in any business competitive with the Company or any of its affiliates or otherwise contrary to the acquisition policies from time to time adopted by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(bCompany. (c) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted Executive shall be elected to serve on the National Association Company's Board of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporationDirectors.

Duties of Executive. During the Term of Employment under this Agreement, the (a) Executive shall continue to serve assume the duties and responsibilities of President & Chief Executive Officer, Property and Casualty Operations as a co-defined and directed by CNA's Chairman and Chief Executive Officer and(hereinafter "Chairman"). The Company agrees to propose Executive for election to the CNA Financial Corporation Board of Directors at the Company's August 1, 2001 Board meeting. Executive may also be elected to and shall serve as long as the Executive is a member of the Board of Directors, a co-Chairman Directors of one or more of the Board of the Company, shall faithfully and diligently perform all services as may be assigned to her by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive)CNA Companies, and if so elected Executive agrees to serve on such boards in such capacity without additional compensation; provided that nothing in this Agreement shall exercise such power and authority as may from time require that the shareholders of any company elect Executive to time be delegated to her by the Board. The its board of directors. (b) Executive shall report directly to the Board. The Executive shall devote her full time diligently and attention to the business and affairs of the Company, render such services to the best of her abilityhis abilities assume, perform, and use her best efforts to promote discharge the interests duties and responsibilities of the Company. Notwithstanding the foregoing or any other provision of this AgreementPresident & Chief Executive Officer, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporateProperty and Casualty Operations, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as well as such activities do other specific duties and responsibilities not significantly interfere inconsistent with Executive's such titles, offices, status and responsibilities as the Chairman shall assign or significantly detract designate to Executive from time to time. Executive shall devote substantially all of his working time to the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The restrictions in the foregoing sentence his duties as set forth herein and shall not apply to during the Executive’s term of his employment, 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 of common stock interest in any other business which is in competition with the business of the Company or the acquisition by CNA Companies, other than in the Executive, solely as an investment, form of publicly traded securities of any issuer that is registered under Section 12(b) or 12(gconstituting less than five percent (5%) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national outstanding securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct corporation (determined by vote or indirect control of, more value) or limited partnership interests constituting less than five percent (5%) of the value of any class such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the reasonable judgment of capital stock the Chairman, such activities do not materially interfere with his performance of such corporationhis duties and responsibilities hereunder.

Duties of Executive. During the Term of Employment under this AgreementEmployment, the Executive shall continue to serve as a co-Chief Executive Officer and, as long as the Executive is a member Vice President and President of the Board of DirectorsCompany, a co-shall report directly to Xxxxx X. New, the Chairman of the Board and CEO of the Company, shall faithfully and diligently perform all services as may be assigned to her him by the Board of Directors of the Company (provided that, such services shall not materially differ from the services currently provided by the Executive“Board”), and shall exercise such power and authority as may from time to time be delegated to her him by the Board. The Executive shall report directly to the Board. The Executive shall devote her his full time and attention to the business and affairs of the Company, render such services to the best of her his ability, and use her his reasonable best efforts to promote the interests of the Company. The Executive shall comply with the Company’s employment policies and practices generally applicable to its officers and employees including, without limitation, xxxxxxx xxxxxxx and confidentiality policies. Notwithstanding the foregoing or any other provision of this Agreementforegoing, it shall not be a breach or violation of this Agreement for nothing contained herein is intended to prohibit the Executive to from engaging in the practice of medicine in the course of the Executive’s duties as a member of the U.S. Military, either active or reserve, or the National Guard. The Executive may also (i) engage in personal investment activities as long as those investments are non-participatory by the Executive; (ii) serve on corporate, civic or charitable boards or committeescommittees and participate in community activities; (iii) render consultation services in connection with litigation matters or give testimony in any action or proceeding as an expert witness, provided such services or testimony does not have an adverse effect on the Company; or (iv) deliver lectures, fulfill speaking engagements or teach at educational institutions; provided such activities set forth in the preceding clauses (i), (ii) deliver lectures or fulfill speaking engagements), or (iii) manage personal investments, so long as such activities and (iv) above do not significantly interfere with or significantly impose additional liability on the Company and do not detract from the performance of Executive’s ability to perform the Executive’s responsibilities duties to the Company in accordance with this AgreementCompany. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the ExecutiveNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporationNOTHING SHALL IMPAIR THE INDEPENDENT MEDICAL JUDGMENT OF THE EXECUTIVE.

Duties of Executive. During the Term of Employment under this AgreementEmployment, the Executive shall continue to be employed and serve as a co-the Chief Executive Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, Company and shall have such duties typically associated with such title. The Executive shall faithfully and diligently perform all services consistent with Executive’s position as may be assigned to her him by the Board (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 her him by the Board. The Executive shall report directly devote his full business time, attention and efforts to the Board. The Executive shall devote her full time and attention to the business and affairs performance of the Companyhis duties under this Agreement, render such services to the best of her his ability, and use her his reasonable best efforts to promote the interests of the Company. The Executive shall preform 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 without limitation, any activity that (i) conflicts with the interests of the Company or any Related Entity, (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 (iy) serve on corporate, civic or charitable boards or committees, or to serve as a director (iior comparable role with a different title) deliver lectures of any of EuroOne and its subsidiaries so long as (A) EuroOne and its subsidiaries are not doing business in the United States, (B) EuroOne and its subsidiaries are not in the same or fulfill speaking engagementssubstantially the same business as any component making up the Company’s Business, (C) such involvement does not interfere with Executive’s duties to the Company or otherwise cause Executive to breach any term or provision of this Agreement and (D) Executive is not compensated for such services (which for the avoidance of doubt does not include payment or reimbursement of business travel and other reasonable business expenses in connection therewith), or (iiiz) 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 restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-the Chief Executive Technology Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully and diligently perform all services as may be assigned to her the Executive by the Board of Directors (provided that, the "Board") of the Company which are reasonable and appropriate for an Executive of such services shall not materially differ from the services currently provided by the Executive)stature, and shall exercise such other power and authority as may from time to time be delegated to her the Executive by the Board. Without limiting the generality of the foregoing, the Executive duties shall include, among other things, the following: Executive will serve as the Company's Chief Technology Officer, and the Executive's duties in that regard shall include responsibility for the development, implementation, and operation of all aspects of the Company's technological infrastructure including software, hardware, electrical, and telecommunications, as well as hiring, training, and supervision of staff for those functions, in all cases subject to direction of the Chief Executive, President, and Chief Operating Officer of the Company.. The Executive shall report directly acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the BoardCompany's management team expands, and that 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 hereunder. The Executive shall devote her full the Executive's time and attention during normal business hours to the business and affairs of the Company, render such services to the best of her the Executive's ability, and use her the Executive's best efforts to promote the interests of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it It shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or lectures, fulfill speaking engagementsengagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to Executive`s duties will require the Executive’s ownership of common stock of 's regular presence during normal working hours on business days Monday through Friday at the Company or the acquisition by Company's principal executive offices, currently located at 000 Xxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, but the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation's duties will also involve some business travel.

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-the Chief Executive Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully and diligently perform all services as may be reasonably assigned to her Executive by the Company’s Board of Directors (provided thatthe “Board”), such services shall not materially differ from or the services currently provided by the Executive)Board’s respective designees, and shall exercise such power and authority as may from time to time be delegated to her Executive by the Board. The Executive shall report directly to the Board. The During Executive’s employment, Executive shall devote her Executive’s full time business time, energy, and attention ability exclusively to the business and affairs interests of the Company, render 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, paid time off (“PTO”) and on appropriate business travel for the benefit of the Company 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 services to activity interferes in any material respect with Executive’s duties and responsibilities hereunder. In Executive’s capacity as the best of her ability, and use her best efforts to promote the interests Chief Executive 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. Notwithstanding Except as otherwise agreed in writing by the foregoing or any other provision of this AgreementCompany, it shall not be a breach or violation of this Agreement for the Executive, and Executive shall be permitted, to (i) serve on corporate, any civic or charitable boards or committees, boards; (ii) deliver lectures or lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) manage subject to any applicable Company policies, make personal investmentsinvestments 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 (iv) serve, with the written approval of the Board, as a director of one public or one or more private companies, in each case so long as any such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with under this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership , create a conflict of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations Systeminterest, or any similar system create an adverse interest or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporationposition detrimental to Company.

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-the Chief Executive Officer and("CEO") of the Subsidiary, as long as and shall in that capacity, report exclusively to the CEO of the Company (if someone other than the Executive) and the Executive is a member Committee of the Board of Directors, a co-Chairman Directors of the Board of Company (the Company"Executive Committee"), shall faithfully and diligently perform all services as may be assigned to her him by the Board Executive Committee or the Subsidiary's board of directors (provided that, such services shall not materially differ from the services currently provided by the Executive"Subsidiary's Board"), and shall exercise such power and authority as may from time to time be delegated to her him by the BoardExecutive Committee. The If and when so appointed by the Board of Directors of the Company, the Executive shall serve as the CEO of the Company (or in similar positions of like status) and, if elected by other subsidiaries of the Parent, shall serve as the CEO of such subsidiaries, and shall in that capacity, report directly exclusively to the BoardExecutive Committee, shall faithfully and diligently perform all services as may be assigned to him by the Executive Committee or such subsidiaries' boards of directors consistent with this Agreement, and shall exercise such power and authority as may from time to time be delegated to him by the Executive Committee or such subsidiaries' boards of directors consistent with this Agreement. The Executive shall devote her his full business time and attention to the business and affairs of the CompanyCompany or the subsidiaries of the Company to which he is then serving as CEO, render such services to the best of her his ability, and use her his reasonable best efforts to promote the interests of the CompanyCompany or such subsidiaries with respect to which he is then serving as the CEO. 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 (i) serve on corporate, civic or charitable boards or committeescommittees (PROVIDED, (ii) deliver lectures HOWEVER, that service on other corporate boards shall first be approved by the Board of Directors or fulfill speaking engagements, or (iii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance Executive Committee of the Executive’s responsibilities to the Company in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.Parent)

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-Chief Executive Financial Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, Company and shall faithfully and diligently perform all services as may be assigned to her him by the Board Co-Chairmen of the Board, or either of them (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and have such authority as may from time to time be delegated to her him by the Co-Chairmen of the Board, or either of them. The Executive shall report directly to the Co-Chairmen of the Board. The Executive shall devote her his full time and attention to the business and affairs of the Company, render such services to the best of her his ability, and use her his best efforts to promote the interests of the Company. 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 (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) 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 restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-the President and Chief Executive Officer and, as long as the Executive is a member of the Board of Directors, a co-Chairman Company and shall have powers and authority superior to any other officer or employee of the Board Company or of any subsidiary of the Company. Subject to the preceding sentence, during the term of Employment, Executive shall faithfully and diligently perform all services as may be reasonably assigned to her him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive)Board, and shall exercise such power and authority as may from time to time be delegated to her him by the Board. The In addition, Executive shall report directly regularly consult with and provide information to the BoardChairman of the Board with respect to the Company's business and affairs. The Executive shall be required to report solely to, and shall be subject solely to the supervision and direction of the Board or any committee thereof at duly called meetings thereof, and no other person or group shall be given authority to supervise or direct Executive in the performance of his duties. Executive shall devote her full substantially all his working time and attention to the business and affairs of the CompanyCompany (excluding any vacation and sick leave to which Executive is entitled), render such services to the best of her his ability, and use her his reasonable best efforts to promote the interests of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it It shall not be a breach or violation of this Agreement for the Executive to (iA) serve on corporate, civic or charitable boards or committeescommittees (it being agreed that in no event shall Executive serve on the board of directors of more than two other corporations and the acceptance of any new directorship after the date hereof shall be subject to the consent of the Board, which shall not be unreasonably withheld), (iiB) deliver lectures or lectures, fulfill speaking engagementsengagements or teach at educational institutions, or and (iiiC) manage personal investments, so long as such activities do not significantly unreasonably interfere with or significantly detract from the performance of the Executive’s 's responsibilities to as an employee of the Company in accordance with this Agreement. The restrictions in Notwithstanding the foregoing sentence shall not apply to foregoing, it is agreed and acknowledged that Executive presently serves on the Executive’s ownership board of common stock directors of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amendedfour other corporations, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on he shall not be deemed to be in breach of this Agreement if he reduces the National Association number of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, such other directorships he holds to no more than five percent of any class of capital stock of such corporationthree within twelve months from the date hereof and two within twenty-four months from the date hereof.

Duties of Executive. During the Term of Employment under this Agreement, the Executive shall continue to serve as a co-the Chief Executive Officer and, as long as and the Executive is a member of the Board of Directors, a co-Chairman of the Board of the Company, shall faithfully and diligently perform all services as may be assigned to her him by the Board (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 her him by the Board. The Executive shall report directly to the Board. The Executive shall devote her his full time and attention to the business and affairs of the Company, render such services to the best of her his ability, and use her his best efforts to promote the interests of the Company. 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 (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) 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 restrictions in the foregoing sentence shall not apply to the Executive’s 's ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Company to modify the duties of the Executive in connection with the implementation of the Milestones (as hereinafter defined).

Duties of Executive. During the Term of Employment under this AgreementEmployment, the Executive shall continue to be employed and serve as a co-the Chief Executive Officer andMedical Officer, as long as and shall have such duties typically associated with such title, including, without limitation the Executive is a member development and implementation of Company’s clinical development strategy and the oversight of Clinical Development, Medical Affairs, Regulatory Affairs and Pharmacovigilance and will represent these functions to the Board of Directors, a co-Chairman of . The Executive shall report directly to the Board of the Company, Chief Executive Officer. The Executive shall faithfully and diligently perform all services consistent with her position as may be assigned to her by the Chief Executive Officer or the Board (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 her by the Board. The Executive shall report directly to the Boardin their discretion. The Executive shall devote her full time business time, attention and attention efforts to the business and affairs performance of the Companyher duties under this Agreement, render such services to the best of her ability, and use her reasonable best efforts to promote the interests of Insmed. The Executive shall not engage in any other business or occupation during the CompanyTerm of Employment, including, without limitation, any activity that (i) conflicts with the interests of Insmed or its subsidiaries, (ii) interferes with the proper and efficient performance of her duties for Insmed, (iii) constitutes a Competitive Activity, or (iv) interferes with the exercise of her judgment in Insmed’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 (iw) serve on corporateup to two outside corporate or scientific advisory boards with prior notice to, and approval by, the Board, (x) serve on civic or charitable boards or committees, (iiy) deliver lectures or lectures, fulfill speaking engagementsengagements or teach at educational institutions, or (iiiz) 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 Insmed in accordance with this Agreement. The restrictions in the foregoing sentence shall not apply to the Executive’s ownership of common stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.