Common use of Duties of the Executive Clause in Contracts

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

Duties of the Executive. (a) Subject 4.1 The Executive shall carry out such duties as may attach to the ultimate control and discretion of the Boards, Executive’s office or be assigned to or vested in the Executive shall serve in by the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or Board from time to time by commensurate with his position and exercise the Boards powers consistent with such duties. 4.2 At all times during the Position. Except for travel normally incidental and reasonably necessary Employment (subject to any restrictions on the business of the Employers and the duties of Executive’s conduct imposed pursuant to sub-clause 12.5) the Executive under shall: (a) unless prevented by ill health and except during holidays taken in accordance with this Agreement, devote the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all whole of the Executive’s business working time and attention to the Employment as may be necessary for proper discharge of the Duties; (b) perform the Duties faithfully and diligently; (c) obey all lawful and reasonable directions of the Board, observe such restrictions or limitations as may from time to time be imposed by the Board upon the Executive’s performance of the Duties and implement and abide by any relevant Company policy which may be promulgated or operated in practice from time to time; (d) use best endeavours to promote the interests of the Company and shall not do or willingly permit to be done anything which is harmful to those interest; and (e) keep the Board fully informed (in writing if so requested) of the Executive’s duties under this Agreement and, during the term conduct of the Executive’s employment under this Agreementbusiness or affairs of the Company and provide such explanations as the Board may require. 4.3 Subject always to his prior consent, the Executive shall not engage (without further remuneration and in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes addition to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement to the Company) if and that a material portion of for so long as the time Company requires during the Employment: (a) carry out any duties assigned to the Executive devotes in relation to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers.any Group Company; and (cb) The Employers shall accrue earned but unused vacation act as an officer of any Group Company or hold any other appointment or office as nominee or representative of any Group Company; in accordance with each case as if they were to be performed or held by the Employers’ vacation policyExecutive for or in relation to the Company.

Duties of the Executive. (a) Subject The Executive will report directly to the ultimate control and discretion Company’s Chief Executive Officer or the President or Chairman of the Boards, Company if the Executive shall CEO so designates either the President or Chairman to serve in this role (the Position “Supervisor”), and perform all duties have duties, responsibilities and services authorities commensurate with the Position. Throughout the Term of this Agreement Executive’s title and position, and such duties, responsibilities and authority as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with Supervisor. 3.1 During the Position. Except for travel normally incidental Employment Term, the Executive will devote the Executive’s best efforts, full attention and reasonably necessary energies during normal working time to the business of the Employers Company and the duties performance of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance any of the Executive’s duties under as set forth herein. 3.2 So long as such activities do not involve a breach of this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall and do not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion hereunder, the Executive may participate in any governmental, educational, charitable or other community affairs during the Employment Term and, subject to the prior approval of the time Supervisor in the Supervisor’s discretion, serve as a member of the governing board of any such organization. The Executive may retain all fees and other compensation from any such service, and the Company will not reduce the Executive’s compensation by the amount of such fees. Notwithstanding anything herein to the contrary, the Executive devotes to charitable or community activities are devoted to charitable or community activities within may not accept any position during the Employers’ market area and further provided that such conduct complies in all material respects Employment Term with applicable policies a for-profit enterprise without the prior written approval of the EmployersSupervisor in the Supervisor’s discretion, which approval will not be unreasonably withheld; provided, however, that the determination of reasonableness shall be in the sole discretion of the Company. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoards of the Employers, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the By-By- laws of the Employers BVB and Bay View or from time to time by the Boards or the Chief Executive Officers of the Employers consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers BVB and Bay View and the duties of the Executive under this Agreementhereunder, the duties of the Executive shall be performed from an office location not in the greater than 35 miles from MariettaSan Francisco, PennsylvaniaCalifornia metropolitan area. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement hereunder and, during the term of the Executive’s his employment under this Agreementhereunder, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s 's engaging (but not to exceed an average of five hours per week) in, any business that does not compete with the business of the Employers BVB or Bay View or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement hereunder and that a material portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ BVB's market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersBVB and Bay View. (c) The Employers Executive shall accrue earned be entitled to 30 days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and BVB shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ Bay View's vacation policy.

Duties of the Executive. (a) Subject The Company and AnchorBank hereby employ the Executive, and the Executive hereby accepts employment with the Company and AnchorBank, upon the terms and conditions hereinafter set forth for the term of this Agreement. The Executive is employed by AnchorBank to perform the ultimate control duties of Senior Vice President of AnchorBank, and discretion the Company shall cause AnchorBank to appoint the Executive to such position. As part of the BoardsExecutive's employment by AnchorBank hereunder, the Executive shall also serve in as, and the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, Company hereby appoints the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of his employment by AnchorBank hereunder to serve as, Senior Vice President of the Company. The services to be performed by the Executive shall include those normally performed by the Senior Vice President of similar banking organizations and as directed by the Board of Directors of the Company and AnchorBank, respectively, which are not inconsistent with the foregoing; provided, however, that in no event shall the Executive be obligated to perform duties substantially different from those the Executive performed under the Prior Agreement. The Executive agrees to devote his full business time to the rendition of such services, subject to absences for customary vacations and for temporary illnesses and except as otherwise provided by the Board of Directors of each of the Company and AnchorBank. The Company and AnchorBank each agree that during the term of this Agreement it will not reduce the Executive’s employment under this Agreement's current job title, status or responsibilities without the Executive's prior written consent. Furthermore, the Executive shall not engage be required, without his express written consent, to be based anywhere other than within the Oshkosh-Neenah/Menasha-Appleton metropolitan area, except for reasonable business travel in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete connection with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time Company and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.AnchorBank

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers Employer or from time to time by the Boards Board consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers Employer and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ Employer’s market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Employer shall accrue earned but unused vacation in accordance with the Employers’ Employer’s vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve and perform in the Position capacities described in Section 1.01 hereof and perform all duties shall have such duties, responsibilities, and services commensurate with authorities as are designated for such offices pursuant to the Position. Throughout Bylaws of the Term of this Agreement Company, and as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of Board; provided, however, the Executive under this Agreementshall, during the duties of term hereof, continuously have and retain such duties, responsibilities, and authorities which are at least as significant in scope and substance as the Executive shall be performed from an office location not greater than 35 miles from Mariettaduties, Pennsylvania. (b) The Executive shall devote substantially all responsibilities, and authorities required of the Executive’s business time office and attention position with the Company as of the Effective Date. Subject to the discretion of the Board, the Executive shall, and shall have commensurate authority to, direct, manage, supervise and control the business, affairs and property of the Company, including but not limited to: managing and coordinating the business operations and activities of the Company and its divisions and subsidiaries, if any (the “Subsidiaries”); promulgating, approving and implementing operating plans and administrative policies and fostering economy throughout the Company and its divisions and Subsidiaries; acting as the principal public relations officer of the Company; approving the addition, elimination and/or modification of management and non-management positions and related personnel within the Company and its divisions and Subsidiaries; approving salary and wage structures; and performing any and all other duties as the Executive shall deem necessary or appropriate for the efficient management and operation of the Company’s business. The Executive shall report and be responsible to the Board. The Executive agrees to devote the Executive’s full time, best efforts, abilities, knowledge and experience to the faithful performance of the duties, responsibilities, and authorities which may be reasonably assigned to the Executive and which are consistent with the Executive’s executive offices described under Section 1.01 of this Agreement. Notwithstanding the preceding, the Executive may, without being in violation of the Executive’s duties under this Agreement andobligations hereunder, during (i) serve on corporate, civic or charitable boards, or committees which are not engaged in business in competition with the term of the Executive’s employment under this AgreementCompany or any Subsidiary; (ii) deliver lectures, the Executive shall not engage in any other business enterprise that requires any significant amount of accept and fulfill speaking engagements, teach at educational institutions and seminars and write or publish papers, articles or books; and (iii) invest the Executive’s personal time assets in such form or attention, unless granted manner as will not require any material services by the prior permission Executive in the operation of the respective Boards. The foregoing provision entities in which such investments are made, provided the Executive shall use his best efforts to pursue such activities in such a manner so that such activities shall not prevent the Executive’s purchase, ownership or sale of any interest in, or Executive from fulfilling his obligations to the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersCompany hereunder. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers Employer or from time to time by the Boards Board consistent with the Position. The Executive shall at all times report directly to the Board. Except for travel normally incidental and reasonably necessary to the business of the Employers Employer and the duties of the Executive under this Agreement, the duties of the Executive shall predominantly be performed at the Employer’s offices in the greater Philadelphia, Pennsylvania metropolitan area, it being understood, however, that the Executive will commute to Philadelphia, Pennsylvania from an office location Denver, Colorado and the Employer shall not greater than 35 miles require the Executive to relocate his residence from MariettaDenver, PennsylvaniaColorado. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term Term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned be entitled to 30 business days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employer shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ Employer’s vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve in the Position position of President and Chief Executive Officer of HRB and Chief Executive Officer of BHR and perform all duties and services commensurate with the Positionthose positions. Throughout the Term of this Agreement as the same may be extended from time to timeUnless otherwise specified hereafter, any services performed by the Executive shall perform all duties reasonably assigned be for the benefit of BHR and, therefore, any payments or delegated benefits paid to the Executive pursuant to this Agreement shall be the sole responsibility of BHR; provided, however, BHR’s obligation to make any payments owed to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary this Agreement shall be discharged to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvaniaextent compensation payments are made by HRB. (b) The Executive shall devote substantially all of the Executive’s business his full time and attention to the performance discharge of the Executive’s duties undertaken by him hereunder. Executive shall comply with all policies, standards and regulations of the Employer now or hereafter promulgated, and shall perform his duties under this Agreement and, during to the term best of the Executive’s employment under this Agreement, the Executive shall not engage his abilities and in any other accordance with general business enterprise that requires any significant amount standards of the Executive’s personal time or attention, unless granted the prior permission of the respective Boardsconduct. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest ininterest, or the Executive’s 's engaging in, any business that does not compete with the business of the Employers Employer or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s 's duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned but unused vacation be entitled to paid time off during each calendar year in accordance with the Employers’ vacation paid time off policy of the Employer for senior executive officers, to be taken at such time or times as the Executive and the Employer shall mutually determine. Earned but unused paid time off shall be accrued in accordance with the Employer’s paid time off policy. Any payments made by the Employer to the Executive as compensation in lieu of paid time off shall be paid in accordance with the Employer’s normal payroll practices.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the By-laws of the Employers Employer or from time to time by the Boards Board consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers Employer and the duties of the Executive under this Agreementhereunder, the duties of the Executive shall be performed from an office location in the greater Atlanta, Georgia metropolitan area and the Executive shall not be required to make overnight trips outside the greater than 35 miles from MariettaAtlanta, PennsylvaniaGeorgia metropolitan area exceeding 10 days per month. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement hereunder and, during the term of the Executive’s his employment under this Agreementhereunder, the Executive shall not engage in any other business enterprise that which requires any significant amount of the Executive’s 's personal time or attention, unless granted the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s 's engaging (but not to exceed an average of ten hours per week) in, any business that which does not compete with the business of the Employers Employer, the Executive's taking actions permitted by paragraph 6(b) hereof or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that which the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employershereunder. (c) The Employers Executive shall accrue earned but unused be entitled to 20 business days of leave during each calendar year with full compensation for vacation to be taken at such time or times, as the Executive and the Employer shall mutually determine. Unused days of vacation may not be carried over from year to year or received in accordance with cash. Such vacation shall be separate from time devoted by the Employers’ vacation policyExecutive to trade shows, customer visits, seminars and other business-related activities.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard of the Employer, the Executive shall serve in the Position throughout the Term of this Agreement and shall perform all duties and services commensurate with the PositionPosition as provided in this Agreement. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers Employer or from time to time by the Boards Board consistent with the Position. . (b) Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this AgreementEmployer, the duties of the Executive shall be performed from an at the Employer’s current office location not greater than 35 at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 or at such other office location as is within 30 air miles from Mariettaof One Commerce Square, Pennsylvania0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. (bc) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (cd) The Employers Executive shall accrue earned be entitled to 30 days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employer shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ Employer’s vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timePresident and Chief Executive Officer of the Company, and as such shall have primary responsibility for the oversight, management and general operation of all of the operations of the Company. The Executive shall perform all duties reasonably assigned or delegated report solely to the Executive under Company's Board of Directors (the By-laws of the Employers or from time to time by the Boards "Board") and shall be assigned only those executive policy and management duties that are consistent with the Position. Except for travel normally incidental Executive's position as President and reasonably necessary to the business Chief Executive Officer of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) Company. The Executive shall devote substantially all of the Executive’s business his working time and his best efforts, full attention and energies to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or Company, the Executive’s involvement responsibilities provided for the President and Chief Executive Officer in charitable or community activitiesthe Company's Bylaws, and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board; provided, however, that the it shall not be a violation of this Agreement for Executive to (a) devote reasonable periods of time to charitable and attention that the Executive devotes to such business and charitable or community activities does (other than serving on boards of directors, trustees or similar governing bodies of not-for-profit entities ("Not-for-Profit Boards")) and, with the prior written approval of the Board, devote reasonable periods of time to serving on Not-for-Profit Boards and engaging in industry or professional activities (including membership on the board of directors or governing body of other corporations or entities and participation on governmental panels and commissions), and/or (b) manage personal business interests and investments, in each case so long as such activities do not materially interfere with the performance of the Executive’s duties 's responsibilities under this Agreement and that a material portion of the time Agreement. The Company shall include the Executive devotes to charitable or community activities are devoted to charitable or community activities within in the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of management slate for election as a director at every stockholders' meeting during the EmployersEmployment Term at which his term as a director would otherwise expire. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

Duties of the Executive. The Executive shall serve as the Vice Chairman of the Company’s Board of Directors (athe “Board”) Subject and as an employee and executive officer of the Company (collectively, “Executive Vice Chairman”), shall diligently perform all services as may be reasonably assigned to him by the Board or the Chief Executive Officer of the Company (the “CEO”), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive’s assigned duties will be consistent with his position as a senior executive (for example, but not by way of limitation, they may include support in the transition of the CEO role, strategic planning or business development). For the avoidance of doubt, the Executive’s transition from his prior role as described in the Prior Agreement to the ultimate control Executive Vice Chairman role as described in this Agreement will not entitle the Executive to any severance payments and discretion of benefits under this Agreement or the Boardssuperseded Prior Agreement. During his employment, the Executive shall serve devote his full business time, energy, and ability exclusively to the business and interests of the Company, and shall not, without the Company’s prior written consent, render to others services of any kind for compensation, or engage in the Position and perform all duties and services commensurate any other business activity that would in any way materially interfere with the PositionExecutive’s performance of his duties under this Agreement. Throughout the Term of this Agreement In his capacity as the same may be extended from time to timeExecutive Vice Chairman, the Executive shall do and perform all duties reasonably assigned services, acts, or delegated things necessary or advisable to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental manage and reasonably necessary to conduct the business of the Employers Company, subject to the policies and procedures set by the duties Company. It shall not be a violation of this Agreement for the Executive under this AgreementExecutive, the duties of and the Executive shall be performed from an office location not greater permitted, to (a) serve on corporate, civic, or charitable boards or committees; provided, however, that other than 35 miles from Marietta, Pennsylvania. (b) The any such corporate boards or committees that the Executive shall devote substantially all serves on as of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this AgreementEffective Date as specified in Exhibit A attached hereto, the Executive shall not engage in serve on any other business enterprise that requires any significant amount corporate boards or committees without the prior approval of the Executive’s personal time or attentionCompany, unless granted the prior permission of the respective Boards. The foregoing provision which approval shall not prevent the Executive’s purchasebe unreasonably withheld; (b) deliver lectures, ownership or sale of any interest infulfill speaking engagements, or the Executive’s engaging inteach at educational institutions; and (c) manage personal investments, any business that does in each case as long as such activities do not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially significantly interfere with the performance of the Executive’s duties under this Agreement and that a material portion responsibilities as an employee of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation Company in accordance with the Employers’ vacation policythis Agreement.

Duties of the Executive. (a) Subject 4.1 The Executive shall carry out such duties as may attach to the ultimate control and discretion of the Boards, Executive's office or be assigned to or vested in the Executive shall serve in by the Position and perform all duties and services commensurate with Chief Executive Officer and/or the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or Board from time to time by (whether or not commensurate with his position) and exercise the Boards powers consistent with such duties. 4.2 At all times during the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of Employment the Executive under shall: (a) unless prevented by ill health and except during holidays taken in accordance with this Agreement, devote the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all whole of the Executive’s business 's working time and attention to the performance of the Executive’s duties under this Agreement andEmployment, during the term of the Executive’s employment under this Agreement, save that the Executive shall not from time to time engage in any other business enterprise limited consulting work (for example, speaking at conferences) provided that requires any significant amount of such activities are disclosed to the Chief Executive Officer, do not interfere with the Executive’s personal time or attention, unless granted 's duties and responsibilities and the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to compensation for such business and charitable or community activities does not materially interfere with exceed L15,000 per annum; (b) perform the performance of the Executive’s duties under this Agreement Duties faithfully and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers.diligently; (c) obey all lawful and reasonable directions of the Chief Executive Officer and the Board, observe such restrictions or limitations as may from time to time be imposed by the Chief Executive Officer and the Board upon the Executive's performance of the Duties and implement and abide by any relevant Company policy which may be promulgated or operated in practice from time to time; (d) use best endeavours to promote the interests of the Company and shall not do or willingly permit to be done anything which is harmful to those interests; and (e) keep the Chief Executive Officer and the Board fully informed (in writing if so requested) of the Executive's conduct of the business or affairs of the Company and provide such explanations as the Chief Executive Officer and the Board may require. 4.3 The Employers Executive shall accrue earned but unused vacation (without further remuneration and in accordance with addition to the Employers’ vacation policyExecutive's duties to the Company) if and for so long as the Company requires during the Employment: (a) carry out any duties assigned to the Executive in relation to any Group Company; and (b) act as an officer of any Group Company or hold any other appointment or office as nominee or representative of any Group Company; in each case as if they were to be performed or held by the Executive for or in relation to the Company.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve in the Position position of Executive Vice President Commercial Lending - Hampton Roads, MD, NC of Xenith and perform all duties and services commensurate with the Positionthat position. Throughout the Term of this Agreement as the same may be extended from time to timeUnless otherwise specified hereafter, any services performed by the Executive shall perform all duties reasonably assigned be for the benefit of Xenith and, therefore, any payments or delegated benefits paid to the Executive pursuant to this Agreement shall be the sole responsibility of Xenith; provided, however, Xenith’s obligation to make any payments owed to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary this Agreement shall be discharged to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvaniaextent compensation payments are made by HoldCo. (b) The Executive shall devote substantially all of the Executive’s business his full time and attention to the performance discharge of the Executive’s duties undertaken by him hereunder. Executive shall comply with all policies, standards and regulations of the Employer, and shall perform his duties under this Agreement and, during to the term best of the Executive’s employment under this Agreement, the Executive shall not engage his abilities and in any other accordance with general business enterprise that requires any significant amount standards of the Executive’s personal time or attention, unless granted the prior permission of the respective Boardsconduct. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest ininterest, or the Executive’s engaging in, any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned but unused vacation be entitled to paid time off during each calendar year in accordance with the Employers’ vacation paid time off policy of the Employer for senior executive officers, to be taken at such time or times as the Executive and the Employer shall mutually determine. Earned but unused paid time off shall be accrued in accordance with the Employer’s paid time off policy. Any payments made by the Employer to the Executive as compensation in lieu of paid time off shall be paid in accordance with the Employer’s normal payroll practices.

Duties of the Executive. (a) Subject to During the ultimate control and discretion of the BoardsEmployment Period, the Executive shall serve as COO of the Company. The job function and duties of the EXECUTIVE shall be as follows: To oversee the operations of that part of the COMPANY that encompasses Production, Distribution, Marketing, Sales, and Research and Development; To supervise his assistant officers in each of these departments so as to achieve maximum efficiency with minimum cost; and to ensure that all rules and regulations regarding production and labor under his oversight are properly observed. In order to preserve the Position corporate structure, the COO and perform all duties other executive officers of the Company shall be responsible to the Board of Directors as per the Company By-Laws. The COO shall collaborate and services commensurate communicate with the Positionother executives of the Company to insure that the Company operates smoothly and effectively toward profitability and is in compliance with the Company By-Laws, Compliance Manual and the regulations of the Securities and Exchange Commission (SEC). Throughout The Executive shall be required to report solely to, and shall be subject solely to the Term supervision and direction of the Company’s Board of Directors (the “ Board ”) at duly called meetings thereof. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to substantially commit all of his attention and business time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder as a senior executive officer involved with the general management of the Company, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement as the same may be extended from time to time, for the Executive shall perform all duties reasonably assigned to (i) serve on corporate, civic or delegated to the Executive under the By-laws of the Employers charitable boards or from time to time by the Boards consistent with the Position. Except for travel normally incidental committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to so long as such business and charitable or community activities does do not materially significantly interfere with the performance of the Executive’s duties under this Agreement and that a material portion 's responsibilities as an employee of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation Company in accordance with this Agreement. It is expressly understood and agreed that to the Employers’ vacation policyextent that any such activities have been conducted by the Executive prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard of the Employer, the Executive shall serve in the Initial Position and, after assuming the Position, the Position and perform all duties and services commensurate with the Initial Position or the Position, as the case may be. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the By-laws of the Employers Employer or from time to time by the Boards Board consistent with the Initial Position or the Position, as the case may be. Except for travel normally incidental and reasonably necessary to the business of the Employers Employer and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 50 miles from MariettaHermitage, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement and, during the term of the Executive’s employment under this AgreementTerm, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s engaging 's engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers Employer or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ Employer's market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned be entitled to 20 business days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employer shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ Employer's vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve in the Position and perform all duties and services directed by the Boards of the Employers or the President or Chief Executive Officer of the Employees reasonably commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 20 miles from Mariettathe Greater Buffalo, PennsylvaniaNew York area. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted by the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s engaging in's engaging, but not to exceed an average of five hours per week, in any business that does not compete with the business of the Employers or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material the greatest portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ GBSB's market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Executive shall be entitled to four weeks of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employers shall accrue earned mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ ' vacation policypolicy as in effect from time to time.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard of the Employer, the Executive shall serve in the Initial Position from the Effective Date through December 31, 2007 and shall continue to perform the duties and provide the services she is currently performing on the date of this Agreement through December 31, 2007. Commencing on January 1, 2008 and continuing thereafter throughout the Term of this Agreement, the Executive shall serve in the Position and perform all duties and services commensurate with the PositionPosition as provided in this Agreement and as contemplated by the Reimbursement Agreement. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive her under the Byby-laws of the Employers Employer or from time to time by the Boards Board consistent with the Position. . (b) Except for travel normally incidental and reasonably necessary to the business of the Employers Employer, the duties of the Executive while she serves in the Initial Position shall be performed in the San Francisco metropolitan area and the duties of the Executive under this Agreement, during the duties of period she serves in the Executive Position shall be performed from an at the Employer’s current office location not greater than 35 at 2000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 or at such other office location as is within 30 air miles from Mariettaof One Commerce Square, Pennsylvania2000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. (bc) The With the exception of the time reasonably necessary for the Executive’s participation in the Program, the Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s her employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s her duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (cd) The Employers Executive shall accrue earned be entitled to 30 days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employer shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ Employer’s vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoards of the Employers, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 20 miles from MariettaHermitage, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ FNB Bank’s market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Executive shall be entitled to 25 days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employers shall accrue earned mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoards of the Employers, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Upon the assumption by Executive’s successor of the Position, the Executive agrees to assist his successor with such transition. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 20 miles from MariettaHermitage, Pennsylvania. Notwithstanding anything in the Agreement to the contrary, the Executive shall be entitled to utilize this office throughout the Term of this Agreement, without regard to the date that Executive’s successor assumes the Position. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ FNB Bank’s market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Executive shall be entitled to 25 days of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employers shall accrue earned mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard of the Employer, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers Employer or from time to time by the Boards Board consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers Employer and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 20 miles from Mariettathe Greater Buffalo, PennsylvaniaNew York area. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted by the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s engaging in's engaging, but not to exceed an average of five hours per week, in any business that does not compete with the business of the Employers Employer or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material the greatest portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ Employer's market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned be entitled to four weeks of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employer shall mutually determine. Earned but unused vacation shall accrue in accordance with the Employers’ Employer’s vacation policypolicy as in effect from time to time.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoards of the Employers, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the By-laws of the Employers BVAC and BVCC or from time to time by the Boards of the Employers or the Chief Executive Officer of BVCC consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers BVAC and BVCC and the duties of the Executive under this Agreementhereunder, the duties of the Executive shall be performed from an office location not in the greater than 35 miles from MariettaLos Angeles, PennsylvaniaCalifornia metropolitan area. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement hereunder and, during the term of the Executive’s his employment under this Agreementhereunder, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The Boards have approved the Executive’s position as a member and 10%-owner of Battle Advisory Group, LLC. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging (but not to exceed an average of five hours per week) in, any business that does not compete with the business of the Employers BVAC or BVCC or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement hereunder and that a material portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ BVAC’s market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersBVAC and BVCC. (c) The Employers Executive shall accrue earned be entitled to six weeks of vacation during each calendar year with full compensation, and to be taken at such time or times, as the Executive and BVAC shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ BVCC’s vacation policypolicy of 20 hours per month.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve in the Position position of Chief Executive Officer of Xenith and Chief Executive Officer of HoldCo and perform all duties and services commensurate with the Positionthose positions. Throughout the Term of this Agreement as the same may be extended from time to timeUnless otherwise specified hereafter, any services performed by the Executive shall perform all duties reasonably assigned be for the benefit of Xenith and, therefore, any payments or delegated benefits paid to the Executive pursuant to this Agreement shall be the sole responsibility of Xenith; provided, however, Xenith’s obligation to make any payments owed to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary this Agreement shall be discharged to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvaniaextent compensation payments are made by HoldCo. (b) The Executive shall devote substantially all of the Executive’s business his full time and attention to the performance discharge of the Executive’s duties undertaken by him hereunder. Executive shall comply with all policies, standards and regulations of the Employer, and shall perform his duties under this Agreement and, during to the term best of the Executive’s employment under this Agreement, the Executive shall not engage his abilities and in any other accordance with general business enterprise that requires any significant amount standards of the Executive’s personal time or attention, unless granted the prior permission of the respective Boardsconduct. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest ininterest, or the Executive’s engaging inengaging, in any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned but unused vacation be entitled to paid time off during each calendar year in accordance with the Employers’ vacation paid time off policy of the Employer for senior executive officers, in an amount no less than 25 days per year, to be taken at such time or times as the Executive and the Employer shall mutually determine. Subject to the Executive’s right to a minimum amount of 25 days of paid time off per year, earned but unused paid time off shall be accrued in accordance with the Employer’s paid time off policy. Any payments made by the Employer to the Executive as compensation in lieu of paid time off shall be paid in accordance with the Employer’s normal payroll practices.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the The Executive shall serve in the Position position of Executive Vice President, Chief Financial Officer, and Treasurer of HRB and perform all duties and services commensurate with the Positionthose positions. Throughout the Term of this Agreement as the same may be extended from time to timeUnless otherwise specified hereafter, any services performed by the Executive shall perform all duties reasonably assigned be for the benefit of BHR and, therefore, any payments or delegated benefits paid to the Executive pursuant to this Agreement shall be the sole responsibility of BHR; provided, however, BHR’s obligation to make any payments owed to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary this Agreement shall be discharged to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) extent compensation payments are made by HRB. The Executive shall devote substantially all of the Executive’s business his full time and attention to the performance discharge of the Executive’s duties undertaken by him hereunder. Executive shall comply with all policies, standards and regulations of the Employer now or hereafter promulgated, and shall perform his duties under this Agreement and, during to the term best of the Executive’s employment under this Agreement, the Executive shall not engage his abilities and in any other accordance with general business enterprise that requires any significant amount standards of the Executive’s personal time or attention, unless granted the prior permission of the respective Boardsconduct. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest ininterest, or the Executive’s 's engaging in, any business that does not compete with the business of the Employers Employer or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s 's duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (cb) The Employers Executive shall accrue earned but unused vacation be entitled to paid time off during each calendar year in accordance with the Employers’ vacation paid time off policy of the Employer for senior executive officers, to be taken at such time or times as the Executive and the Employer shall mutually determine. Earned but unused paid time off shall be accrued in accordance with the Employer’s paid time off policy. Any payments made by the Employer to the Executive as compensation in lieu of paid time off shall be paid in accordance with the Employer’s normal payroll practices.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the Employers’ boards of directors (the “Boards”), the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term term of this Agreement as the same may be extended from time to timehis employment, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not in the greater than 35 miles from MariettaNorfolk, PennsylvaniaVirginia area. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement and, during the term of the Executive’s employment under this Agreementwhile employed hereunder, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted the Boards grant their prior permission of to the respective BoardsExecutive. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest ininterest, or the Executive’s engaging 's engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s 's duties under this Agreement and that a material portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market greater Norfolk, Virginia area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Executive shall be entitled to vacation during each calendar year in accordance with the vacation policy of the Employers for senior executive officers, to be taken at such time or times as the Executive and the Employers shall accrue earned mutually determine. Earned but unused vacation paid time off shall be accrued in accordance with the Employers’ ' vacation policy.

Duties of the Executive. The Executive shall serve as the Chief Executive Officer (a“CEO”) Subject to the ultimate control and discretion President of the BoardsCompany, shall diligently perform all services as may be reasonably assigned to her by the Company’s Board of Directors (the “Board”), and shall exercise such power and authority as may from time to time be delegated to her by the Board. During her employment with the Company, the Company will nominate the Executive to serve on the Board, subject to required stockholder approval. During her employment, the Executive shall serve devote her full business time, energy, and ability exclusively to the business and interests of the Company, and shall not, without the Company’s prior written consent, render to others services of any kind for compensation, or engage in the Position and perform all duties and services commensurate any other business activity that would in any way materially interfere with the PositionExecutive’s performance of her duties under this Agreement. Throughout the Term of this Agreement In her capacity as the same may be extended from time to timeCEO and President, the Executive shall do and perform all duties reasonably assigned services, acts, or delegated things necessary or advisable to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental manage and reasonably necessary to conduct the business of the Employers Company, subject to the policies and procedures set by the duties Company. It shall not be a violation of this Agreement for the Executive under this AgreementExecutive, the duties of and the Executive shall be performed from an office location not greater permitted, to (a) serve on corporate, civic, or charitable boards or committees; provided, however, that other than 35 miles from Marietta, Pennsylvania. (b) The any such corporate boards or committees that the Executive shall devote substantially all serves on as of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this AgreementEffective Date as specified in Exhibit A attached hereto, the Executive shall not engage in serve on any other business enterprise that requires any significant amount corporate boards or committees without the prior approval of the Executive’s personal time or attentionCompany, unless granted the prior permission of the respective Boards. The foregoing provision which decision shall not prevent be made in good faith after receiving input from the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement ; (b) continue to serve in charitable or community activities, an advisory capacity to TPG Capital (provided, that the time and attention that such advisory relationship shall not require the Executive devotes to advise on transactions or other activities that are directly competitive to, or that could reasonably be expected to harm, the Company’s business); (c) deliver lectures, fulfill speaking engagements, or teach at educational institutions; and (d) manage personal investments, in each case as long as such business and charitable or community activities does do not materially significantly interfere with the performance of the Executive’s duties under this Agreement and that a material portion responsibilities as an employee of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation Company in accordance with this Agreement. Notwithstanding the Employers’ vacation policypreceding, the Executive and the Company agree that: (1) through the first annual anniversary of the Effective Date, the Executive generally will serve on only one corporate board other than the Board, and (2) the Executive will cease to be a member of the RentPath board no later than the third monthly anniversary of the Effective Date.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoards of the Employers, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 20 miles from Mariettathe Greater Buffalo, PennsylvaniaNew York area. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted by the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s engaging in's engaging, but not to exceed an average of five hours per week, in any business that does not compete with the business of the Employers or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material the greatest portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ GBSB's market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Executive shall be entitled to four weeks of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employers shall accrue earned mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ ' vacation policypolicy as in effect from time to time.

Duties of the Executive. (a1) Subject to During the ultimate control and discretion of the Boards, Appointment the Executive shall serve use his best endeavours to promote the interests of the Company and each company in the Position Prudential Group and perform shall carry out his duties with all duties due expertise, diligence and services commensurate with technical skill, giving at all times the Position. Throughout the Term full benefit of this Agreement as the same may be extended from time to time, the his knowledge and experience. (2) The Executive shall perform all such duties reasonably assigned or delegated and exercise such powers in relation to the Executive under the By-laws conduct and management of the Employers or affairs of the Prudential Group as may from time to time reasonably be assigned or communicated to or vested in him by the Boards Board consistent with the Position. Except nature of the Appointment. (3) Where notice of termination has been served by either the Company or the Executive whether in accordance with clause 2(2) or otherwise, the Company shall be under no obligation to provide work for travel normally incidental and reasonably necessary or assign any duties to the business Executive for the whole or any part of the Employers relevant notice period and may require him: (i) not to attend any premises of the Company or any other company in the Prudential Group; and/or (ii) to resign with immediate effect from any offices he holds with the Company or any other company in the Prudential Group (and any related trusteeships); and/or (iii) to refrain from business contact with any customers, clients or employees of the Company or any other company in the Prudential Group; and/or (iv) to take any accrued holiday during any period of suspension under this clause 3(3). The provision of clause 4(2) shall remain in full force and effect during any period of suspension under this clause 3(3). For the avoidance of doubt the Executive will continue to be bound by duties of good faith and fidelity to the Executive under this Agreement, the duties of Company in any period during which he is not required to attend work. During such suspension the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvaniaentitled to the remuneration and benefits due under this Agreement. (b4) The Executive shall devote substantially Board may also suspend all of the Executive’s business time and attention to the performance or any of the Executive’s duties under this Agreement and, and powers during any period in which the term Company and/or the Board is carrying out an investigation into any alleged act or default of the Executive’s employment under this Agreement, . Such a suspension shall be on such terms as the Board considers expedient (including a term that the Executive shall not engage attend at the Company’s premises during such suspension) providing that: (i) the Board on or before such suspension notifies the Executive in writing of such grounds; and (ii) during such suspension the Executive shall be entitled to the remuneration and benefits due under this Agreement. (5) The Executive shall at all times promptly give to the Company and the Board (in writing if so required) all such information and explanations concerning the affairs of any other business enterprise that requires company within the Prudential Group as the Company or the Board shall require and of which the Executive is aware. (6) The Executive shall comply with all instructions and directions from time to time laid down by the Company and/or the Board for senior executives including those rules relating to holding and dealing in the shares of Prudential Group. The Executive shall also comply with the requirements laid down by all external regulatory bodies. (7) The Executive shall allow the Company supervised access on reasonable notice to all or any significant amount of the properties in which he resides from time to time in order for the Company to assess, and, if the Company considers it desirable, to carry out at its own expense those security measures which the Company may consider advisable for the protection of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoards of the Employers, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeor Renewal Term, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 20 miles from Mariettathe Greater Buffalo, PennsylvaniaNew York area. (b) The Executive shall devote substantially all of the Executive’s 's business time and attention to the performance of the Executive’s 's duties under this Agreement and, during the term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s 's personal time or attention, unless granted by the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s 's purchase, ownership or sale of any interest in, or the Executive’s engaging in's engaging, but not to exceed an average of five hours per week, in any business that does not compete with the business of the Employers or the Executive’s 's involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material the greatest portion of the time devoted by the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ GBSB's market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Executive shall be entitled to four weeks of vacation leave during each calendar year with full compensation, and to be taken at such time or times, as the Executive and the Employers shall accrue earned mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ ' vacation policypolicy as in effect from time to time.

Duties of the Executive. (a) Subject to the ultimate control and discretion of the BoardsBoard, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to timeTerm, the Executive shall perform all duties reasonably assigned or delegated to the Executive him under the Byby-laws of the Employers Employer or from time to time by the Boards Board or the Employer’s Chief Executive Officer consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers Employer and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not in the greater than 35 miles from MariettaDenver, PennsylvaniaColorado metropolitan area. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term Term of the Executive’s his employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective BoardsBoard. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging engaging, but not to exceed an average of five hours per week, in, any business that does not compete with the business of the Employers Employer or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s his duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the EmployersEmployer. (c) The Employers Executive shall accrue earned be entitled to 20 days of vacation leave during each calendar year with full compensation, and to be taken at such time or times as the Executive and the Employer shall mutually determine. Earned but unused vacation shall be accrued in accordance with the Employers’ Employer’s vacation policy.