Common use of Duties Clause in Contracts

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and 4.1 The Employee shall, unless prevented by incapacity, during the Term: 4.5.1 responsible for the research and development of the Company's products; 4.5.2 devote substantially all the whole of his business time, attention and ability during normal corporate office business hours skill to the discharge duties of his duties hereunder office; 4.5.3 faithfully and to the faithful and diligent performance of diligently perform such duties and the exercise of such powers as may from time to time be assigned to or vested in him; 4.5.4 obey all reasonable and lawful instructions and directions given to him by or under the authority of the Board of Directors of Directors; 4.5.5 act at all times in a civil manner and shall be punctual, sober, conscientious and loyal in carrying out his duties; and 4.5.6 generally, do all things possible to promote, develop and extend the Company (the "Board"), the President business and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain its Associated Companies and promote the reputation thereofGroup. 4.2 The Employee may be required in pursuance of his duties hereunder to perform services not only for the Company but also for any of its Associated Companies and without further remuneration (bexcept as otherwise agreed) to accept such offices in such of its Associated Companies as the Company may from time to time reasonably require. 4.3 The Executive Employee hereby agrees that the Company shall be entitled from time to time, without any further consent from the Employee, to second the Employee to the employment of any Associated Company of the Company without prejudice to the rights of the Employee under this Agreement and that the Company shall be at liberty from time to time to appoint any other person or persons to act jointly with the Employee whether in such secondment or in his normal duties hereunder or otherwise. 4.4 The Employee shall not during his term of employment the Term (except as a representative of the Company or with the prior consent in writing of the Board) Board of Directors): 4.4.1 be directly or indirectly engaged or concerned in the conduct of any business, whether or not such business is competing in any material respect with the business for the time being of the Company or of any of its Associated Companies; or 4.4.2 be directly or indirectly interested in any other such business activity, except through: save through his holding or being interested in investments (iquoted or unquoted) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of representing not more than 2% five percent (5%) of the issued investments of any class of any one such company. 4.5 The Employee shall not and shall not permit any member of his family to, demand, receive or obtain directly or indirectly: 4.5.1 any discount, rebate or commission in respect of any entity that does sale and purchase of goods effected or other business transacted (whether or not compete by him) by or on behalf of any Group Companies; or 4.5.2 from any third party, any gifts, benefits or advantages offered or given to the Employee or any member of his family, as the case may be, by reason of his employment with the Company, provided it does not impair and if he or a member of his family (or any firm or company in which he or a member of his family is interested) obtains any such discount, rebate commission, gift, benefit or advantage, the ability Employee shall (in addition to the other rights of the Executive to discharge fully and faithfully his duties hereunder. (cCompany hereunder in respect thereof) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is account to the CompanyCompany for the amount or value received. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementWhile employed hereunder, the Executive Executive’s duties shall be employed in commensurate with the position set forth held by Executive, and shall generally not be less than those in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours effect immediately prior to the discharge of his duties hereunder and Effective Time with respect to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer operations of the Company and any other senior executive officer its subsidiaries, except that Executive acknowledges that as a consequence of the CompanyMerger, all such duties to be consistent with his position. The Executive shall obey the lawful directions cease to perform duties that were required of him solely by virtue of the BoardCompany being a public company, which such cessation of duties shall not constitute Good Reason. While employed hereunder, Executive shall devote his full business time to the Company's President performance of his duties and Chief Executive Officer responsibilities hereunder and any other senior executive officer shall faithfully and diligently endeavor to promote the business of the Company and Monex. During Executive’s employment with the Company, the Executive shall use his diligent efforts to promote may not, without the interests prior written consent of the Company and to maintain and promote Monex CEO, directly or indirectly, operate, participate in the reputation thereof. management, operations or control of, or act as an executive, officer, consultant, agent or representative of, any type of competitive business or service (b) The Executive shall not during his term of employment (except other than as a representative an executive of the Company Company); provided that the Executive may, to the extent not otherwise prohibited by this Agreement, devote such amount of time as does not interfere or compete with the consent in writing performance of the Board) be directly Executive’s duties under this Agreement to any one or indirectly engaged or concerned or interested in any other business activity, except throughmore of the following activities: (i) continued ownership and management of investing the Executive’s current business interests, and his family’s personal assets in such manner as will not require significant services to be rendered by the Executive in the operation of the affairs of the companies in which investments are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinmade; and (ii) ownership engaging in community and charitable activities. Executive shall only be permitted to serve as an independent director on one or more boards of an interest directors of not more than 2% in any entity that does not compete other corporations with the Company, provided it does not impair the ability prior approval of the Monex CEO, except Monex agrees that Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled may continue to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.board of directors of gMed, Inc.

Duties. (a) Executive shall perform such duties and functions as the Chief Executive Officer and the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Chief Executive Officer and/or the Board of Directors. Executive shall serve as an officer of the Company without further compensation. At the request of the Chief Executive Officer and/or the Board of Directors, Executive shall serve, without further compensation, as an executive officer of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary or affiliate. (b) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business timetime and attention, attention vacation time and ability during normal corporate office business hours absences for sickness excepted, to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and do not violate Section 9 hereof. (c) Nothing in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Chestnut Hill, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company; provided that if the "Board")principal location of Executive's duties is transferred from Chestnut Hill, Massachusetts, the President and Chief Executive Officer new principal location of Executive's duties shall not be transferred beyond a 00-xxxx xxxxxx xx Xxxxxxxx Xxxx, Xxxxxxxxxxxxx without Executive's consent. Notwithstanding, the Company and any other senior executive officer of the Companyforegoing, all such duties to be consistent with his position. The Executive shall obey perform such services at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A serve as Chief Executive Officer of Xxxxxx, and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his shall assume such other duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors may assign. The services to be performed by the Executive may be extended or curtailed from time to time at the direction of the Company (board of directors. Executive agrees that he will at all times faithfully, industriously and to the "Board")best of his ability, the President experience and Chief Executive Officer talents, perform all of the Company duties that may be required of and any from him pursuant to the express and implicit terms of this agreement, to the reasonable satisfaction of Xxxxxx. Such duties shall be rendered at Xxxxxx'x headquarters currently located at Pearl River, New York and, except as otherwise provided herein, at such other senior executive officer place or places within or without the State of New York as Hudson shall in good faith require or as the Companyinterest, all such duties to be consistent with his positionneeds, business, or opportunities of Xxxxxx shall require. The Executive shall obey devote full, normal and regular business time, attention, knowledge and skill to the lawful directions of the Board, the Company's President business and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the CompanyXxxxxx, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive Xxxxxx shall be entitled to serve all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for Xxxxxx. Executive agrees that while Executive is employed by Xxxxxx, Executive shall not directly or indirectly in various leadership capacities any capacity engage in civicany business other than Xxxxxx'x Business without Xxxxxx'x prior written consent, charitable and professional organizations. The Executive recognizes which consent will not be unreasonably withheld provided that his primary and paramount responsibility such other business is (a) unrelated to the Company. Business of Xxxxxx, (b) will in no way interfere with the performance of Executive's duties to Xxxxxx, (c) will not utilize Confidential Information or Intellectual Property of Xxxxxx or of any Client of Xxxxxx, (d) The will be conducted at times other than when Executive is required to work for Xxxxxx, and at places other than Xxxxxx'x business locations or those of Xxxxxx'x customers, and (e) will not involve Xxxxxx, other Executives of Xxxxxx, any Client of Xxxxxx, or any supplier of Xxxxxx, in the conduct or the financing of Executive's business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of Xxxxxx'x business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of Xxxxxx'x business. Notwithstanding the foregoing, Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, have the right to make investments in businesses which in engage in activities other than those engaged in by Xxxxxx or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessits subsidiaries.

Duties. (a) During a. While the term of Executive is employed pursuant to this Agreement, the Executive he shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and discharge such responsibilities as the exercise Chief Executive Officer of such powers as may be assigned to or vested in him by the Corporation and the Board of Directors of the Company Corporation (the "Board")“Board of Directors”) shall from time to time direct, which duties and responsibilities shall be commensurate with the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his Executive’s position. The Executive shall obey perform his duties and discharge his responsibilities from the lawful directions Corporation’s principal office in Chantilly, Virginia, other than normal and customary business travel, which is also a duty and requirement of the BoardExecutive’s employment with the Corporation. The Executive shall comply fully with all applicable laws, rules and regulations as well as with the Corporation’s policies and procedures. The Executive shall devote his entire working time to the business of the Corporation and shall use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive is employed pursuant to this Agreement, he shall not engage in any other business activities or hold any office or position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Company's President Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his duties and responsibilities hereunder. b. The Chief Executive Officer and any the Board of Directors reserve the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other senior executive officer employees of the Company Corporation duties and responsibilities normally discharged by the Executive Executive. All such assignments and delegations of duties and responsibilities shall use his diligent efforts to promote be made in good faith and shall not materially affect the interests general character of the Company and work to maintain and promote be performed by the reputation thereof. (b) Executive. The Executive shall not during his term of employment (except as a representative of hold such officerships and directorships in the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in Corporation and any other business activitysubsidiary to which, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive from time to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionstime, the Executive shall may be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is appointed or elected with no additional compensation payable to the CompanyExecutive. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and functions as the exercise of such powers as may be assigned to or vested in him by the President and Chief Executive Officer and Board of Directors of the Company (shall from time to time determine, and Executive shall comply in the "Board")performance of his duties with the policies of, and be subject to, the direction of the President and Chief Executive Officer and the Board of the Company and any other senior executive officer of Directors. Such duties shall be performed at the Company’s headquarters in Middlefield, all such duties Connecticut, with travel to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any ’s other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoflocations as required. (b) The Executive shall not during agrees to devote substantially all his term working time, attention and energies to the performance of employment (except as a representative the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which interfere with the consent in writing performance of his duties hereunder, or which, even if non-interfering, may be inimical, or contrary, to the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management best interests of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair except those duties or pursuits specifically authorized by the ability Board of the Executive to discharge fully and faithfully his duties hereunderDirectors. (c) Notwithstanding All fees, compensation or commissions for personal services (excluding existing fees, if any, that Executive is receiving from present Board of Director positions that he has previously disclosed in writing to the foregoing provisions, Chief Executive Officer and the Board) received by Executive during the Term of this Agreement shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is paid to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxwhen received by Executive, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as except those fees that the Board of Directors determines may determinebe kept by Executive. Executive will obtain the approval of the Board of Directors before accepting any director positions. This provision shall not be construed to prevent Executive from investing or trading in non-conflicting investments as he sees fit for his own account, except for reasonably required travel on the Company's businessincluding real estate, stocks, bonds, securities, commodities or other forms of investments.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Executive Officer and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall be employed in the have duties and authority consistent with Executive's position set forth in Exhibit A as Executive Vice President and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours shall report to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Chief Executive Officer of the Company (the "BoardReporting Relationship"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companya party or otherwise bound. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive Xxxxxxx shall be employed in responsible for the position set forth in Exhibit A overall development, operations and shallcorporate governance of the Company. In addition, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his Xxxxxxx'x duties hereunder and to the faithful and diligent performance of shall be such duties and responsibilities as the exercise of such powers as may be assigned Company shall specify from time to or vested in him time, and shall entail those duties customarily performed by the Board of Directors of the Company (the "Board")Chairman, the President and Chief Executive Officer of the Company a company with a sales volume and any other senior executive officer number of employees commensurate with those of the Company. Xxxxxxx shall have such authority, all such duties discretion, power and responsibility, and shall be entitled to be consistent with office, secretarial and other facilities and conditions of employment, as are customary or appropriate to his position. The Executive Xxxxxxx shall obey diligently and faithfully execute and perform such duties and responsibilities, subject to the lawful directions general supervision and control of the Board, the Company's President board of directors. Xxxxxxx shall be responsible and Chief Executive Officer report only to the Company's board of directors. The Company's board of directors, in its sole and any other senior executive officer absolute discretion, shall determine Xxxxxxx'x duties and responsibilities and may assign or reassign Xxxxxxx to such duties and responsibilities as it deems in the Company's best interest. Xxxxxxx shall devote his full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and shall not, during the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his Employment Term, as that term of employment (except as a representative of the Company or with the consent in writing of the Board) is defined below, be directly or indirectly actively engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management with the prior written consent of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and Company's board of directors. Nothing in this Agreement shall preclude Xxxxxxx from devoting reasonable periods required for: (iia) ownership serving as a director or member of an a committee of any organization or corporation involving no conflict of interest of not more than 2% in any entity that does not compete with the interests of the Company; (b) serving as a consultant in his area of expertise (in areas other than in connection with the business of the Company), provided to government, industrial, and academic panels where it does not impair conflict with the ability interests of the Executive to discharge fully and faithfully his duties hereunder.Company; and (c) Notwithstanding managing his personal investments or engaging in any other non-competing business; provided that such activities do not materially interfere with the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable regular performance of his duties and professional organizations. The Executive recognizes that his primary and paramount responsibility is to responsibilities under this Agreement as determined by the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Executive shall serve iGTI as President and Chief Executive Officer and agrees to serve in the term same positions with iGATE and to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such positions, and any other duties as may be assigned to Executive by the board of this Agreementdirectors of iGATE (the “Board”) from time to time. Executive will be responsible for the day-to-day business operations of the Company, subject to the supervision and direction of the board of directors of iGTI or the Board. (b) As of the Effective Date, Executive shall be employed appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as director expires. (c) Executive agrees to perform his duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his best efforts to advance the position set forth in Exhibit A business and shall, unless prevented by incapacity, goodwill of the Company. Executive agrees to devote substantially all of his business time, skill, energy and attention and ability during normal corporate office business hours exclusively to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors business of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: for (i) continued ownership positions on the board of directors of other companies or organizations currently held by Executive and management of the Executive’s current business interestsdisclosed on Schedule 2 hereto, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership positions on the board of an interest directors of not more than 2% other companies proposed to be taken up by Executive and disclosed to iGTI and in any entity that does not compete with the Company, provided it does not impair the ability respect of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve which iGTI grants its approval in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companywriting. (d) The During the time Executive shall is employed with iGTI, he will not engage in any other business for his own account or be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031employed by any other Person, or such render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other location in Person without the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessprior written approval of iGTI.

Duties. (a) During The Executive agrees to serve as Executive Vice President during the term Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer, or such other executive as the Chief Executive Officer may designate, which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours will adhere to the discharge Code of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Conduct of the Company (the "Board"), “Code of Conduct”) that has been or may hereafter be established and communicated by the President and Chief Company to the Executive Officer for the conduct of the Company and any other senior executive officer position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Executive Vice President, Human Resources of the Company, all such duties to be consistent with his position. The Executive shall obey may accept directorships on the lawful directions board of directors of not-for-profit corporations without the prior, written consent of the BoardExecutive Vice President, Human Resources so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company's President and Chief Executive Officer and any other senior executive officer Vice President, Human Resources in writing of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoffact that he has accepted such a non-profit directorship. (b) The Executive shall not during his term of employment (except as a representative of If the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive elects not to discharge fully and faithfully his duties hereunder. (c) Notwithstanding renew the foregoing provisionsTerm pursuant to Section 2.2, the Executive shall continue to be entitled employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to serve in various leadership capacities in civicSection 3.1 hereof), charitable and professional organizations. The shall cooperate fully with the Chief Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031Officer, or such other location in the greater Baltimore area executive as the Board Chief Executive Officer may determinedesignate and shall perform such duties not inconsistent with the provisions hereof as he shall be assigned by the Chief Executive Officer, except for reasonably required travel on or such other executive as the Company's businessChief Executive Officer may designate.

Duties. (a) During the term Term of this AgreementEmployment, the Executive shall be employed in continue to serve as the position set forth in Exhibit A Company's Managing Director and shallSecretary. In his capacity as Secretary, unless prevented by incapacitythe Executive shall have such powers, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and shall have such responsibilities with respect to the exercise Business of such powers the Company usually pertaining and attributed by law, custom or otherwise to the office of the Secretary, except as may be assigned to or vested in him expressly limited by the Board of Directors of the Company (Company. In his capacity as Managing Director the "Board")Executive will be involved in corporate planning and development, the President capital raising, regional sales, marketing of corporate products and Chief Executive Officer of the Company services, and any other senior executive officer of the Company, all such duties to be consistent with his positionapproving corporate documents for signature. The Executive shall obey not without the lawful directions prior written consent of the Board, the Company's President and Chief Executive Officer and any Board of Directors, during the term of this Employment Agreement, other senior executive officer than in the performance of duties naturally inherent in the business of the Company as applicable, and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with his employment hereunder, the Executive shall use his diligent efforts may: (a) attend to promote the interests of the Company outside investments and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except serve as a representative director of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, a corporation which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company; (b) serve as a director, provided it does not impair trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations; (c) serve as a director, officer or employee of any other entity if and to the ability extent consented to in writing by the Board of Directors of the Company. The Executive to discharge fully shall arrange his affairs and faithfully lifestyle so that he can perform his duties from the Company's offices currently located at 0 Xxx Xxxxxxxxxxxx Plaza, New York, NY 10017 or at an office facility in Orlando, Florida or at such other locations approved by the Executive. The Executive shall travel as reasonably required in connection with the performance of his duties hereunder. (c) Notwithstanding . If elected, the foregoing provisionsExecutive may agree to serve any part of the Term of Employment as any other officer of the Company or as an officer or director of any of the Company's subsidiaries without any additional compensation other than as specified in this Employment Agreement, provided no other liabilities or obligations are imposed on Executive outside the scope of this Employment Agreement. So long as this Employment Agreement is in effect, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to nominated as a member of the Board of Directors of the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Executive shall perform the term duties of Chairman of the Board of Directors and Chief Executive Officer of the Company, subject to the powers by law vested in the Board of Directors of the Company and in the Company’s shareholders. The duties of Executive may be changed from time to time by the mutual consent of Executive and Company without resulting in a rescission of this Agreement. Notwithstanding any such change from the duties specified above, or hereafter assigned, the employment of Executive shall be employed construed as continuing under this Agreement; provided, however, any material changes in Executive’s duties, without Executive’s consent, shall be construed as a termination of Executive without cause. Without limiting the foregoing, Executive also agrees to hold the position set forth in Exhibit A and shallof Chairman of the Board or another mutually agreeable executive position with the Bank as the Bank or the Company may direct without payment of additional compensation. During the Term, unless prevented Executive shall perform the services herein contemplated to be performed by incapacityExecutive faithfully, devote substantially all of his business timediligently, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful best of Executive’s ability, consistent with the highest and diligent performance best standards of such duties the banking industry and in compliance with all applicable laws and the exercise Company’s Articles of Incorporation, Bylaws, and internal written policies. The time devoted by Executive to such powers services shall be appropriate in light of the nature and scope of Executive’s services as may be assigned to or vested in him reasonably determined by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties from time to be consistent with his positiontime. The Executive shall obey also be nominated by the lawful directions Boards of the Board, the Company's President and Chief Executive Officer and any other senior executive officer Directors of the Company and the Executive shall use his diligent efforts Bank to promote the interests serve as a director of the Company and to maintain and promote the reputation thereofBank during the Term. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term period of this Agreementemployment as provided in Paragraph 1(b) hereof, Executive shall serve as Chief Financial Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such following: (i) Chief Financial Officer. The primary duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors responsibilities of the Company (Chief Financial Officer consist of the "Board")following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all aspects of the Corporation and its subsidiaries. In addition, the Chief Financial Officer will have primary responsibility for the appropriate management and investment of the Corporation's assets, particularly cash, to maximize the highest possible rate of return. Additional responsibilities will include dealing primarily with the Corporation's independent auditors, financial institutions, particularly commercial banks and financial analysts, the preparation, based upon information obtained from appropriate personnel, of an annual budget, both consolidated and unconsolidated and additional interim reports as will permit him to maintain effective control and supervision on a continuing basis of the Corporation's financial results or operations and financial status, and such further responsibilities as are delegated to Executive by the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofCorporation. (b) The Executive shall devote substantially her entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during his the term of her employment (except as a representative of the Company or with the consent in writing of the Board) hereunder be directly or indirectly engaged or concerned or interested in any other business activityactivity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing her personal investments or investing her assets in such form or manner as will not require any significant services on her part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except through: (i) continued ownership and management those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the Executive’s current The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business interestscorporation or any charitable organization on which she now serves and which has been disclosed to the Corporation in writing or, which are set forth on Exhibit Bsubject to the prior approval of the Board, which is attached hereto and incorporated by reference herein; and (ii) ownership from accepting employment to additional board of an interest of directors, provided that such activities do not more than 2% in any entity that does not compete materially interfere with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his Executive's duties hereunder. (c) Notwithstanding Executive further agrees that during the foregoing provisionsterm of her employment under this Agreement she will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the Executive shall be entitled to serve solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom she has performed services by virtue of this Agreement or who she has met in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companyconnection with her employment under this Agreement. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm, the Xxxxxx shall serve as MSC’s Chief Executive shall be employed in the position set forth in Exhibit A Officer (“CEO”) unless and shall, unless prevented until it is otherwise determined by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the MSC’s Board of Directors (the “Board”) that he shall serve in another senior executive capacity. In addition, throughout the Term, MSC shall nominate and use its reasonable best efforts to elect and maintain Xxxxxx as the Chairman of the Company Board (“Chairman”). During Xxxxxx’x service as CEO, Xxxxxx shall be principally responsible for the "general supervision, direction and control of MSC’s business and officers, in each case subject to the Board")’s directives. While serving as CEO, Xxxxxx shall have the President general powers and Chief Executive Officer duties of management usually vested in the offices of general manager and CEO of a corporation of the Company size and any other senior executive officer nature of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President MSC and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area powers and duties as the Board may determineassign from time to time, except provided that such other duties are not inconsistent with his position as CEO. In no event, however, shall his duties as Chairman be deemed inconsistent with his position as CEO for reasonably required travel on such purposes. For such period of time that Xxxxxx does not serve as CEO, Xxxxxx’x duties shall be (as may be determined from time to time by the Company's businessBoard) consistent with Xxxxxx’x position as a senior executive officer. Xxxxxx shall also be subject to the corporate policies of MSC as they are in effect from time to time throughout the Term (including, without limitation, MSC’s xxxxxxx xxxxxxx and ethics policies, as they may change from time to time). During the Term, Xxxxxx shall report solely to the Board.

Duties. (a) During 2.1 The Employee shall perform and discharge well and faithfully the term of this Agreementauthority, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as responsibilities which may be assigned to or vested in him the Employee from time to time by the Board of Directors of the Company (Employer in connection with the "Board")conduct of the Business of the Employer; provided, however, that, in making its assignments, the President and Chief Executive Officer Board of Directors of the Company Employer shall assign only such authority, duties and any other senior executive officer responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the CompanyEmployee's time, all such duties energy and skill during regular business hours to be consistent with his position. The Executive shall obey the lawful directions performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer duties of the Company Employee's employment (reasonable vacations and the Executive shall use his diligent efforts reasonable absences due to promote the interests of the Company illness excepted) and to maintain faithfully and promote the reputation thereof. industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Board of Directors of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Executive Employee shall devote the Employee's entire business time, attention and energies to the Business of the Employer and shall not during his the term of employment this Agreement be engaged (except as a representative of the Company whether or with the consent in writing of the Boardnot during normal business hours) be directly or indirectly engaged or concerned or interested in any other business or professional activity, except through: whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (ia) continued ownership and management investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Executive’s current business interests, Employer and which are set forth will not require any services on Exhibit B, the part of the Employee in their operation or affairs and in which the Employee's participation is attached hereto and incorporated by reference herein; and (ii) ownership solely that of an interest of not more than 2% investor, (b) purchasing securities or other interests in any entity provided that does such purchase shall not compete result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Company, provided it does not impair the ability Business of the Executive to discharge fully Employer and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve participating in various leadership capacities in civic, charitable civic and professional organizations. The Executive recognizes that his primary affairs and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxorganizations and conferences, Xxxx Valley, Maryland 21031, preparing or such other location in the greater Baltimore area publishing papers or books or teaching so long as the Board of Directors of FLAG approves of such activities prior to the Employee's engaging in them. Notwithstanding anything to the contrary in the preceding provisions of this Section 2.3, the Employee may determine, except for reasonably required travel continue to serve on any board of directors that the Company's businessEmployee serves upon as of the Effective Date.

Duties. (a) During the term of this Agreement, the Executive shall agrees to be employed by and to serve the Corporation as its President and Chief Executive Officer, and the Corporation agrees to employ and retain the Executive in such capacities. In such capacity, the Executive shall render such managerial, administrative and other services as are customarily associated with or incident to such position set forth in Exhibit A and shallshall perform such other duties and responsibilities for the Corporation as the Corporation may reasonably require, unless prevented by incapacity, consistent with such position. The Executive shall devote substantially all a substantial portion of his business time, attention energy, and ability during normal corporate office business hours skill to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors affairs of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and Corporation as the Executive shall use his diligent efforts report to promote the interests Corporation's board of directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive, provided, however, that the Corporation's board of directors may appoint one or more members of the Company board of directors to coordinate the reporting from the Executive to the board of directors. In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive reports to maintain another officer or employee, other than the Corporation's board of directors as a whole, then at any time thereafter, at the Executive's option and promote the reputation thereof. (b) The Executive upon thirty days notice, and provided that such changes shall not during his term of employment (except as a representative of have been rescinded or corrected to the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability reasonable satisfaction of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionswithin said thirty day period, the Executive shall be entitled have the right to serve terminate the employment relationship, and in various leadership capacities in civicsuch event, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive employment shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in deemed to have been terminated by the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessCorporation without cause.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of Officer, and the Company and any other senior executive officer of the CompanyPresident, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's Chief Executive Officer, and the President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% in any entity that does not compete with the Companyentity, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall not be entitled to serve prohibited from serving in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. In addition, with the Board’s approval, the Executive shall be free to serve as a Director of a non-competing corporation. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxin Hauppauge, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineNew York, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his his/her business time, attention and ability during normal corporate office business hours to the discharge of his his/her duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him his/her by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his his/her position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his his/her diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his the term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his his/her duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his his/her primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineHauppauge, New York, except for reasonably required travel on the Company's business.

Duties. (a) During As Chief Financial Officer of the term of this AgreementCompany, the Executive shall be employed in the position set forth in Exhibit A diligently and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of faithfully perform such duties and the exercise of such powers functions as may be assigned to or vested in him the Executive commensurate with his position as Chief Financial Officer of the Company by the Board of Directors of the Company. The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, on all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and matters for which the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) responsible. Notwithstanding the foregoing provisionsforegoing, the Executive shall be entitled permitted to serve invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in various leadership capacities such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the xxxxxxx xxxxxxx policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, charitable nonprofit, religious, welfare, social and professional organizationsactivities that will not materially affect the Executive’s performance of his duties hereunder. The Executive recognizes may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that his primary of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and paramount responsibility is agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. The Company agrees to employ the Executive as Chairman and Chief Executive Officer of Xxx Xxxx Xxxxxxx (athe “News Channel”) and Fox Business Channel (the “Business Channel”), as Chairman of Fox Television Stations (“FTS”) and Twentieth Television (“TT”), and as Editor-in-Chief of Fox Xxxx.xxx, and the Executive agrees to accept such employment for the Term of Employment as hereinafter defined. During the term Term of Employment, the Executive, subject to the provisions of this Agreement, shall have the title and the duties of Chairman and Chief Executive Officer of the News Channel and the Business Channel, Chairman of FTS and TT, and Editor-in-Chief of Fox Xxxx.xxx. In performing his duties hereunder, the Executive shall report directly to the Chairman and Chief Executive Officer and President and Chief Operating Officer of News Corporation. In conformity with budgets approved by the Chief Executive Officer of News Corporation, the Executive shall have the authority and perform such duties for (i) the News Channel and Business Channel as shall be consistent with the authority and duties of a chairman and chief executive officer including the right to hire and fire employees (including an executive assistant) and (ii) FTS and TT as shall be consistent with the authority and duties of a chairman. Executive’s duties will include direction of affiliate sales and advertising sales (subject to coordinating such activities with similar activities conducted by other Fox Television entities) and content and format of the News Channel and Business Channel and Fox Xxxx.xxx. In connection with performing his duties under this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours a Senior Advisor to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President Chairman and Chief Executive Officer and any other senior executive officer President and Chief Operating Officer of News Corporation on television and all broadcast, cable news, business news and internet matters. During the Company and Term of Employment, subject to the Executive shall use his diligent efforts to promote the interests provisions of the Company and to maintain and promote the reputation thereof. (bSection 6(d) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionshereof, the Executive shall be entitled devote all of his business time and attention and give his best efforts and skill to furthering the business and interests of the Company. If requested, Executive agrees to serve in various leadership without additional compensation as a director and/or committee member of the News Channel, the Business Channel, FTS, TT and any other subsidiaries and affiliates of News Corporation. In his capacities in civicunder this Agreement, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The including as a director, Executive shall be based at current indemnified, defended and held harmless for any and all claims as against the Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in and Executive and will be insured under News Corporation’s Directors and Officers Liability Insurance Policy. This insurance and/or indemnification will include the greater Baltimore area as provision of legal representation and the Board may determine, except for reasonably required travel on the Company's businesspayment of damages.

Duties. (a) During The Employee shall serve the term of this AgreementEmployer, the Executive shall be employed and its affiliates and associates as such terms are defined in the position set forth Business Corporations Act (Ontario) (collectively “Affiliates”), in Exhibit A such capacity or capacities and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and the exercise of such powers pertaining to the management and operation of the Employer and any of its Affiliates as may be assigned determined from time to or vested in him time by the Chair of the Board of Directors of the Company (the "Board")Employer or his/her designate. Such capacities, the President duties and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to powers shall be consistent with his positionthe position then held by the Employee with the Employer. The Executive shall obey Despite any services the lawful directions Employee may provide to the Affiliates of the BoardEmployer from time to time, the Company's President Employee understands and Chief Executive Officer expressly agrees that, subject to any applicable legislation, the Employee’s employment relationship is and any other senior executive officer of shall remain exclusively with the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofEmployer. (b) The Executive Employee’s duties and responsibilities upon commencing employment shall not during his term of employment (except as a representative of include the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: following: (i) continued ownership All duties and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and responsibilities outlined in Schedule A to this Agreement; (ii) ownership of an interest of not more than 2% in any entity that does not compete Carry out his/her duties and responsibilities with the Companyhighest level of integrity and judgment, and exercise at all times the care, skill and diligence consistent with the Employer’s policies regarding quality and service; (iii) Act as a director and/or officer of the Employer or any of its Affiliates as may be determined from time to time by the shareholders or Chair of the Board of Directors of the Employer in their sole discretion. The Employee acknowledges and agrees that in the event that an appointment to the Board of Directors of the Employer or as an officer of the Employer or as a director or officer of any one or more of its Affiliates shall be terminated for any reason whatsoever, the Employee shall not be entitled to any notice or compensation whatsoever with respect to the termination of such appointment; (iv) Be knowledgeable of, enforce and abide by the Employer’s policies and practices as they may be amended from time to time; (v) Use best efforts to promote the interests and goodwill of the Employer and not act or fail to act, or make or fail to make any statement, oral or written, which would injure the Employer’s business, interests or reputation; and (vi) Other duties that may reasonably be assigned to the Employee, provided it does not impair such duties are consistent with the ability of position then held by the Executive to discharge fully and faithfully his duties hereunderEmployee. (c) Notwithstanding The Employee hereby confirms that he/she is qualified and competent to perform the foregoing provisions, the Executive shall be entitled to serve duties and services as described in various leadership capacities in civic, charitable and professional organizationsthis Agreement. The Executive recognizes that his primary Employee agrees to provide and paramount responsibility is perform his/her duties and services to the CompanyEmployer in a faithful and diligent manner, to the best of his/her ability and on a full time basis. The Employee also agrees to devote all of his/her business time, attention, skill and effort exclusively to the Employer’s business at all times in compliance with the policies, procedures, directions and instructions given to the Employee by the Employer. (d) The Executive Employee’s duties and services shall be based performed and provided at current Company headquarters at 00000 XxXxxxxxx Xxxxsuch times and for such length of time as prudent management will require. The Employee’s hours of work may vary and be irregular so as to ensure the objectives of the Employee’s employment are met. In accordance with the provisions of the Employment Standards Act, Xxxx Valley2000 (Ontario), Maryland 21031as amended or replaced from time to time (“ESA”), or such other location in light of the greater Baltimore area as Employee’s position overtime is not payable for hours worked in excess of the Board may determine, except for reasonably required travel on the Company's businessEmployee’s regular hours.

Duties. (a) During the term of this Agreement, the Executive Employee’s duties shall be employed prescribed from time to time by the Board and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of the position set forth in Exhibit A and shallCompany to which he may be elected, unless prevented by incapacity, assigned or appointed. Employee shall devote substantially all of his business time, time and attention and ability during normal corporate office business hours to the discharge performance of his duties hereunder and to responsibilities for and on behalf of the faithful and diligent performance of such duties and the exercise of such powers Company except as set forth herein, or as may be assigned consented to or vested in him by the Board of Directors Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the Company (business. Notwithstanding anything to the "Board")contrary herein, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive nothing in this Agreement shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except throughpreclude Employee from: (i) continued ownership and management serving as a member of the Executive’s current business interestsboard of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization, which are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinseparate from the Company; and (ii) ownership engaging in charitable, community or philanthropic activities or any other activities or (iii) serving as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by Employee so as not to affect, individually or in the aggregate, or interfere with the performance of an interest Employee’s duties and responsibilities hereunder, without the consent of not more than 2% in any entity that does not compete the Company. During Employee’s employment with the Company, provided it does not impair Employee shall be governed by, subject to, and be in compliance with all Company policies, procedures, guidelines, practices, rules and regulations applicable to employees generally (“Company Policies”), including without limitation, the ability Onyx Employee Handbook, and in each case, as they may be amended from time to time in the Company’s sole discretion. It is expressly understood that any violation of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive terms of such Company Policies shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to considered a breach of the Companyterms of this Agreement. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Subject to the discharge of his duties hereunder direction and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors control of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the CompanyCBC, all such duties to be consistent with or his position. The Executive shall obey the lawful directions of the Boarddesignee, the Company's President Employee shall supervise and Chief Executive Officer and any other senior executive officer control the management of the Company and shall have such duties and authority as are normally incident to the position of chief executive officer of a banking subsidiary of a holding company together with such other duties and authority as may be prescribed from time to time by the Chief Executive shall use Officer of CBC or his diligent efforts to promote the interests designee. After completion of the Company Merger, the Employee shall serve as a member of the senior management team of Capital Bank and as Western Regional President (Buncombe and Catawba Counties) and Director of Strategic Planning and Best Practices, and subject to maintain the direction and promote control of the reputation thereof. (b) Chief Executive Officer of Capital Bank, or his designee, the Employee shall supervise and control the management of the western region of Capital Bank and shall have such duties and authority as are normally incident to the position of regional president together with such other duties and authority as may be prescribed from time to time by the Chief Executive Officer of Capital Bank or his designee. The Employee shall at all times discharge his duties in consultation with, and under the supervision of, the Chief Executive Officer of CBC or Capital Bank, or his designee. The Employee shall diligently and conscientiously devote his full and exclusive business time and attention and best efforts in discharging his duties. The Employee shall not during his term of employment (except as a representative of take any action which interferes with or detracts from the Company Company's business or with the consent reputation in writing of the Board) be any way. The Employee shall not directly or indirectly engaged render any services of a business, commercial or concerned or interested in professional nature to any other business activityperson or organization, except through: (i) continued ownership and management whether for compensation or otherwise, without the prior written consent of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that Employee shall make his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or principal office in such other location in the greater Baltimore area place as the Board Chief Executive Officer of CBC and the Employee may determine, except for reasonably required travel on the Company's businessfrom time to time agree.

Duties. (a2.1 The Executive shall serve, subject to the supervision and control of the Corporation's President and Chief Operating Officer as the Senior Vice President - Group Operations of the Corporation with the responsibilities and authority, and status and perquisites which have, consistent with past practice, been delegated or granted by the Corporation to an employee holding such position(s) During or which are customarily delegated or granted by similarly situated corporations to an employee holding similar position(s). If Executive is appointed to additional offices by the term of this AgreementCorporation during the Contract Period, the Executive shall be employed in have the position set forth in Exhibit A responsibilities and shallauthority, unless prevented and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by incapacitysimilarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, devote substantially all of not inconsistent with his business timethen current position, attention and ability during normal corporate office business hours as shall from time to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may time be assigned to or vested in him by the Board of Directors of the Company Corporation (the "Board"), ) or by the President and Chief Executive Operating Officer of the Company Corporation. 2.2 Executive agrees that during the Contract Period, he shall devote substantially all of his full working time and any other senior executive attention and give his best effort, skill and abilities exclusively to the business and interests of the Corporation; provided, however, that the foregoing shall not be construed to prohibit Executive's service as a (i) director or officer of any trade association, civic, educational or charitable organization or governmental entity or, subject to approval by the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Operating Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership a director of an interest any corporation which is not a competitor of not more than 2% in any entity the Corporation, provided that such service by Executive does not compete materially interfere with the Company, provided it does not impair the ability performance by Executive of the Executive to discharge fully and faithfully his duties hereunderresponsibilities delegated under Section 2.1 above. (c) Notwithstanding the foregoing provisions, the 2.3 Executive shall be entitled to serve carry out all responsibilities delegated in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to Section 2.1 above at such location within the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area continental United States as the Board President and Chief Operating Officer may determinefrom time to time, after consultation with Executive, deem appropriate, except for travel reasonably required travel on in the Companyperformance of Executive's businessresponsibilities.

Duties. (a) During the term of this Agreement, the The Executive shall be employed in President and Chief Executive Officer of the position set forth in Exhibit A Company and shallshall have the authority, unless prevented by incapacityfunctions, devote substantially all of his business timeduties, attention powers and ability during normal corporate office business hours to the discharge of his duties hereunder responsibilities normally associated with such position, and to the faithful such other title, authority, functions, duties, powers and diligent performance of such duties and the exercise of such powers responsibilities as may be assigned to or vested in him the Executive from time to time by the Board of Directors of the Company (the "“Board"), ”) consistent with the President and Chief Executive Officer of the Company and any other senior executive officer of Executive’s position with the Company, all such duties to be consistent with his position. The Executive shall obey report only to the lawful directions Board. Executive is currently a member of the Board, and during the Company's President Term (as defined below) the Company shall take such reasonable action as may be necessary to nominate Executive annually for re-election to the Board during the Term. The Executive agrees to devote substantially all of his business time and Chief Executive Officer efforts to the performance of his duties, except for customary vacations and any reasonable absences due to illness or other senior executive officer incapacity as set forth herein, and to perform all of his duties to the best of his professional ability and comply with such reasonable policies, standards, and regulations of the Company and as are from time to time established by the Board. Executive shall use his diligent efforts to promote the interests have no outside business activities that are competitive with or present a conflict of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair or that would conflict or interfere with the ability performance of his duties hereunder. Notwithstanding the foregoing, nothing contained herein shall be construed so as to prohibit or prevent the Executive from engaging in charitable causes, sitting on the boards of directors of not-for-profit entities, or managing his and his family’s personal finances, so long as such activities do not conflict or interfere with the performance of his duties hereunder. The Executive represents that he is not a party to discharge fully and faithfully any restrictive covenants, or other agreement or understanding that would conflict or interfere with the performance of his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Financial Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors directives of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer the corporate policies of the CompanyCompany as they presently exist, all and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall have duties to be and authority consistent with his position. The Executive Executive’s position as Chief Financial Officer and shall obey report to the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and (the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof“Reporting Relationship”). (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interestscommunity affairs, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business), and (iii) serve on the board of directors of any non-competing business or businesses; provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive’s duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companya party or otherwise bound. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive shall perform such duties and functions consistent with his position as Senior Vice President, Chief Financial Officer and as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. If requested, Executive shall serve as a director of the Company without further compensation. (b) At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate. (c) During the term of this AgreementTerm, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, professional time and attention (vacation time and ability during normal corporate office business hours absences for sickness excepted) to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other professional activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and to do not violate Section 10 hereof. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Canton, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company. Notwithstanding the "Board")foregoing, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey perform such services temporarily at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreementemployment hereunder, including any Renewal Term hereof, Employee shall serve, and the Executive Company shall employ Employee, as the Chief Financial Officer, with such duties, title and responsibilities of a similar or greater nature and stature as established standards in the industry. Employee also shall perform such other services and duties consistent with the office or offices in which Employee is serving and its responsibilities as from time to time shall be employed prescribed by the Board of Directors, and Employee also shall serve, if elected, as an officer and/or director of any of the Company's subsidiaries, in the position set forth all cases in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours conformity to the discharge of his duties hereunder and to the faithful and diligent performance of such duties bylaws and the exercise policies of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all each such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofcorporation. (b) The Executive Employee shall not be required to devote substantially all his business time and energies during his term of employment (except as a representative normal business hours to the business and affairs of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderits subsidiaries. (c) Notwithstanding Employee shall cooperate with the foregoing provisionsCompany, including taking such medical examination as the Company reasonably shall deem necessary, if the Company shall desire or be required (such as pursuant to the terms of any bank loan or any agreement for merger, sale or purchase or any Company medical, disability or life insurance plan) to certify in writing the current state of Employee's physical health. Where reasonably possible, the Executive Company shall be entitled cooperate with Employee's request to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that have such examinations performed by his primary and paramount responsibility is personal physician or another physician reasonably acceptable to the CompanyEmployee. (d) The Executive Employee shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on subject to the Company's businessrules, practices and policies applicable to the Company's senior executive employees, except to the extent the same are inconsistent with any of the express provisions of this Agreement. (e) Employee shall not be required to relocate outside the Orlando, Florida area in order to perform his duties under this Agreement but shall undertake such reasonable business travel as may be necessary to perform said duties (for which Employee shall be reimbursed pursuant to Section 7 below).

Duties. (a) During Executive is employed by the term Company to serve as the Senior Vice President and Chief Information Officer of this AgreementH&R Block, Inc., a Missouri corporation ("Block") and the Executive shall be employed in indirect parent corporation of the position set forth in Exhibit A and shallCompany, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge authority and direction of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of Block and the Company (Executive Vice President of Block. Subject to the "Board")foregoing, Executive will have such authority and responsibility and duties as are normally associated with the position of Senior Vice President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionInformation Officer. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities, in its sole discretion, at any time. Executive shall obey the lawful directions of the Boardwill perform such other duties as are assigned to Executive from time to time. (b) So long as Executive is employed under this Agreement, the CompanyExecutive agrees to devote Executive's President full business time and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests exclusively on behalf of the Company and to maintain competently and promote diligently discharge Executive's duties hereunder. Executive will not be prohibited from engaging in such personal, charitable, or other nonemployment activities that do not interfere with Executive's full-time employment hereunder and that do not violate the reputation thereof. (b) The other provisions of this Agreement or the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive shall not during his term of employment (except as a representative acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Company or with as are from time to time in effect and applicable to Executive's position. Executive understands that the consent in writing business of the Board) be directly or indirectly engaged or concerned or interested in any other business activityBlock, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability and/or any other direct or indirect subsidiary of the Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionssubmit to background investigation as a condition of Block, the Executive shall be entitled Company, and/or Affiliates' participation in certain activities subject to serve in various leadership capacities in civicsuch regulation. If Executive, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to Block, the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or Affiliates are unable to participate, in whole or in part, in any such other location in the greater Baltimore area activity as the Board may determine, except for reasonably required travel result of any action or inaction on the Companypart of Executive, then this Agreement and Executive's businessemployment hereunder may be terminated by the Company without notice.

Duties. (a) Executive shall perform such duties and functions consistent with his position as Senior Vice President, Chief Financial Officer, and as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. If requested, Executive shall serve as a director of the Company without further compensation. (b) At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate. (c) During the term of this AgreementTerm, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, professional time and attention (vacation time and ability during normal corporate office business hours absences for sickness excepted) to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other professional activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and to do not violate Section 10 hereof. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Canton, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company. Notwithstanding the "Board")foregoing, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey perform such services temporarily at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During 1.1. The Company hereby employs Executive as an executive of the term of this AgreementCompany to perform services as Vice Chairman and the duties associated therewith, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge control and direction of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Company's Board of Directors or the Chairman of the Company (the "Board"), the President Board and Chief Executive Officer of the Company and any other senior executive officer Company. 1.2. Executive hereby accepts such employment. Throughout the period of his employment by the Company, all Executive will devote such time, attention, knowledge and skills, faithfully, diligently and to the best of his judgment and ability as is reasonably necessary for the performance of his duties to be consistent with his position. The Executive shall obey the lawful directions under Section 1.1 hereof and in furtherance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer business of the Company and will observe and carry out such rules, regulations, policies, directions and restrictions as the Company shall from time to time establish. It is expected that Executive will not be required to render services for more than 20 hours per month under this agreement. Executive will do such traveling as may be reasonably required of him in the performance of his duties hereunder. At the Company's request, Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except serve as a representative an officer or director of the Company or with the consent in writing any affiliate of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, Company without additional compensation except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable receive directors fees for service as a director of Xxxxxxxx Hospitality Group Inc. ("WHGI") and professional organizationsother subsidiaries of the Company on the same basis as other directors of WHGI and such other subsidiaries. The Executive recognizes that In rendering his primary and paramount responsibility is services to the Company. (d) The , Executive shall not be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on to report to the Company's businessoffices on a regular basis and shall not be required to relocate. It is also expressly acknowledged that Executive has other duties and responsibilities, including the fact that Executive is currently serving as a Director of Midland Co., Reliance Group Holdings, Inc., Reliance Insurance Co. and X.X. Xxxxxxxx, Inc. Executive's performance of his duties under Section 1.1 shall be subject to the performance of Executive's obligations to others.

Duties. (a) During the term Term of Employment, the Employee will serve as Chief Executive Officer and President, subject to the terms of this Agreement, the Executive direction and control of the Board of Directors of the Company, and past practice with regard to authority, responsibility, and discretion in the exercise of managerial prerogative. The primary location of the Employee's employment hereunder shall be employed in the position set forth in Exhibit A headquarters of the Company. The Employee will, during the Term of Employment, serve the Company faithfully, diligently and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder competently and to the faithful best of his ability, and diligent performance will, consistent with the dignity of Chief Executive Officer and President of the Company, hold, in addition to the offices of Chief Executive Officer and President of the Company, such duties and other offices in the exercise of such powers as Company to which he may be appointed or assigned from time to or vested in him time by the Board of Directors of the Company and will discharge such duties in connection therewith. The Employee shall devote all of his business time to the performance of his duties hereunder, provided, that the Employee shall not be precluded from serving as a member of up to two boards of directors or advisory boards of companies or organizations so long as such service does not violate the provisions of Section 9 of this Agreement or interfere with the performance of the Employee's duties hereunder. (b) During the "Board")Term of Employment, the President Company will use its best efforts to obtain the nomination of, and so long as the Employee is the Chief Executive Officer of the Company and any other senior executive officer Company, the election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such duties to be consistent with his position. The Executive shall obey the lawful directions of the Boarddirectorship faithfully, the Company's President diligently and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofcompetently. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Executive will have such duties as are incumbent in his position and as otherwise specified from time to time by Company, all subject to the term direction and supervision of this Agreementthe CEO of Company, to whom the Executive shall be employed in the position set forth in Exhibit A report, and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of Company. Executive will devote his full business time and effort to performing his duties and obligations hereunder. Executive agrees that he will at all times be bound by and comply with the Company (the "Board"), the President terms and Chief Executive Officer provisions of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofGuidebook. (b) The Executive shall not during acknowledges that he owes Company a fiduciary duty pursuant to the terms of this Agreement. Therefore, Executive agrees that he will perform his term of employment (except as duties and obligations hereunder in a representative of the Company or diligent, careful, thorough and professional manner consistent with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other good business activity, except through: practice and will at all times (i) continued ownership endeavor to provide to Company the most sound and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto reasonable recommendations and incorporated by reference herein; advice and (ii) ownership fully promote the business and interests of an interest Company. Executive agrees that Executive will promptly disclose to Company the existence of any activities or other circumstances which result in or may hereunder, and Executive will make such other disclosures relating to Executive's business activities as Company may reasonably request from time to time. Except as is otherwise provided herein, Executive shall not more than 2% in render any entity that does not compete with services of a commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the Company, provided it does not impair the ability prior written consent of the Executive to discharge fully and faithfully his duties hereunderCEO of Company. (c) Notwithstanding the foregoing provisionsAll fiends and/or property received by Executive on behalf of Company or any parent or affiliated corporation, subsidiary or division (collectively, the "Affiliates" or "Company's Affiliates") will be received and held by Executive shall be entitled in trust, and Executive will promptly account for and remit all such fiends and/or property to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During As of the term execution of this Agreement, the Executive shall be employed in has ceased to hold the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Financial Officer of the Company Company. During the Term, Executive shall serve as an advisor to, and any other senior executive officer carry out such duties as reasonably determined by, the CEO and/or the successor Chief Financial Officer of the Company; provided, all such duties that the Company may, in its sole discretion and subject to be consistent with his position. The Section 4 below, at any time elect to place Executive shall obey on garden leave for the lawful directions remainder of the BoardTerm. If Executive is placed on garden leave, the Company's President and Chief Company may suspend Executive Officer and from performing any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with further services for the Company, provided it does and/or following three (3) business days’ prior written notice to Executive, exclude Executive from Company premises, electronic mail distribution lists, computer hardware or software, or similar information or resources, but, while placed on garden leave, Executive: a. may not impair undertake any other paid or unpaid work for any other company, entity or person (other than serving on the ability board of directors or providing other advisory work to companies outside of the real estate industry, with the exception of Executive’s ongoing service on the board of Edge Connex, which has previously been approved by Company), b. may not contact any clients, customers or vendors (unless otherwise agreed by the CEO or any of the Segment CEOs in writing), c. shall continue to owe all the duties of her employment (whether express or implied), and d. shall continue to receive all compensation, benefits and vesting as if Executive continued as an active employee, including, but not limited to, payments of Base Salary; continued vesting in all of the Equity Awards (as defined in the Company’s Amended and Restated Change in Control and Severance Plan for Senior Management (the “Severance Plan”)) listed in Schedule 1 attached to discharge fully this Agreement; continued accrual toward her bonus for 2021 payable under the Severance Plan; and faithfully his duties hereunder. (c) Notwithstanding continued participation in the foregoing provisionsEmployee Benefits. Subject to her compliance with this Section 3 if she is placed on garden leave, the Executive shall be entitled continue to serve have the use of her Company voicemail and email accounts through the date on which her employment with the Company terminates in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to accordance with the Companyterms of this Agreement. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm (as hereinafter defined), the Executive shall be employed in devote his full business time to the position performance of services as Vice President and Chief Financial Officer and Treasurer of Novavax, Inc., performing such services, assuming such responsibilities and exercising such authority as are set forth in Exhibit A the Bylaws of the Company for such offices and shallassuming such other duties and responsibilities as prescribed by the President and CEO and Board of Directors. During the Term, unless prevented by incapacity, Executive’s services shall be completely exclusive to the Company and he shall devote substantially all of his entire business time, attention and ability during normal corporate office business hours energies to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer business of the Company and the duties which the Company shall assign to him from time to time. Executive agrees to perform his services faithfully and to the best of his ability and to carry out the policies and directives of the Company. Notwithstanding the foregoing, it shall use not be a violation of this Agreement for the Executive to serve as a director, trustee, officer, or consultant to a charitable or non-profit entity; provided that such service does not adversely affect Executive’s ability to perform his diligent efforts obligations hereunder. Executive agrees to promote take no action which is in bad faith and prejudicial to the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) . Notwithstanding the foregoing provisions, the location where Executive shall be entitled based, as set forth in this Agreement, he also may be required from time to serve in various leadership capacities in civic, charitable and professional organizationstime to perform duties hereunder for reasonably short periods of time outside of said area. The Executive recognizes Company warrants and represents that his primary and paramount responsibility is its Board of Directors has approved a plan to relocate the Company’s headquarters from Malvern, PA to the Company. (d) Baltimore/Washington D.C. corridor. The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location is in active negotiations to secure a lease for a new facility in the greater Baltimore Rockville/Gaithersburg, MD area as which it expects to finalize before the Board may determine, except for reasonably required travel on the Company's businessend of 2006.

Duties. (a) During The Executive agrees to serve as Executive Vice President, Chief Financial Officer and Treasurer of the term Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours will adhere to the discharge Code of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Conduct of the Company (the "Board"), “Code of Conduct”) that has been or may hereafter be established and communicated by the President and Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey may accept directorships on the lawful directions board of directors of not-for-profit corporations without the BoardChief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company's President and Chief Executive Officer and any other senior executive officer in writing of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoffact that he has accepted such a non-profit directorship. (b) The Executive shall not during his term of employment (except as a representative of If the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive elects not to discharge fully and faithfully his duties hereunder. (c) Notwithstanding renew the foregoing provisionsTerm pursuant to Section 2.2, the Executive shall continue to be entitled employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to serve in various leadership capacities in civicSection 3.1 hereof), charitable shall cooperate fully with the Chief Executive Officer and professional organizations. The Executive recognizes that his primary and paramount responsibility is to shall perform such duties not inconsistent with the Company. (d) The Executive provisions hereof as he shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in assigned by the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessChief Executive Officer.

Duties. (a2.1 The Executive shall serve, subject to the supervision and control of the Corporation's President and Chief Operating Officer as the Senior Vice President - Operations of the Corporation with the responsibilities and authority, and status and perquisites which have, consistent with past practice, been delegated or granted by the Corporation to an employee holding such position(s) During or which are customarily delegated or granted by similarly situated corporations to an employee holding similar position(s). If Executive is appointed to additional offices by the term of this AgreementCorporation during the Contract Period, the Executive shall be employed in have the position set forth in Exhibit A responsibilities and shallauthority, unless prevented and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by incapacitysimilarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, devote substantially all of not inconsistent with his business timethen current position, attention and ability during normal corporate office business hours as shall from time to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may time be assigned to or vested in him by the Board of Directors of the Company Corporation (the "Board"), ) or by the President and Chief Executive Operating Officer of the Company Corporation. 2.2 Executive agrees that during the Contract Period, he shall devote substantially all of his full working time and any other senior executive attention and give his best effort, skill and abilities exclusively to the business and interests of the Corporation; provided, however, that the foregoing shall not be construed to prohibit Executive's service as a (i) director or officer of any trade association, civic, educational or charitable organization or governmental entity or, subject to approval by the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Operating Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership a director of an interest any corporation which is not a competitor of not more than 2% in any entity the Corporation, provided that such service by Executive does not compete materially interfere with the Company, provided it does not impair the ability performance by Executive of the Executive to discharge fully and faithfully his duties hereunderresponsibilities delegated under Section 2.1 above. (c) Notwithstanding the foregoing provisions, the 2.3 Executive shall be entitled to serve carry out all responsibilities delegated in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to Section 2.1 above at such location within the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area continental United States as the Board President and Chief Operating Officer may determinefrom time to time, after consultation with Executive, deem appropriate, except for travel reasonably required travel on in the Companyperformance of Executive's businessresponsibilities.

Duties. (a) During As Vice President Support of the term of this Agreement, Intentia Group the Executive is responsible for all operations in accordance with the division of responsibilities set out from time to time and in particular to carry out duties customary to a VP Support of a publicly listed company The Executive shall be employed exercise such powers and perform such duties (not being duties inappropriate to his senior status) in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours relation to the discharge business of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers Company or any Associated Company as may from time to time be vested in or assigned to or vested in him by the Board of Directors of and the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionCEO. The Executive shall obey comply with all reasonable directions from the lawful directions Board of Directors and the CEO as well as all regulations of the BoardCompany. The principal duty of the Executive shall be to properly and professionally manage the different Support Centres and also the QA functions of the Intentia Group including, but not limited to, Partners, Auditors, etc and corresponding relations and other external contact related to the Company's President position. These duties shall be exercised under the general supervision and Chief guidance of the CEO. The duties, responsibilities, objectives and authorities of the Executive Officer are set out in this Agreement and any in policies, procedures, instructions and other senior executive officer communications (hereinafter referred to as “Directives”) by the Board of Directors and the CEO and applicable corporate bodies, and the Executive agrees to comply with and be bound by all such Directives for the time being in force and duly communicated to him. The Executive shall diligently, faithfully and loyally promote the interest of the Company and the Executive Intentia Group and in particular, shall use his diligent efforts best endeavours to promote attain the interests business goals set by the CEO and the Board. The Company will reimburse such fees associated with professional institutions and organizations in which the Executive is a member upon request of the Company. The Executive hereby agrees to take up all offices and functions the Company sees fit, within the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except Intentia Group as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationswell as its subsidiaries. The Executive recognizes that his primary will retire from all such offices and paramount responsibility is functions upon request of the Company. All additional remuneration the Executive should derive thereof will be accounted for with regard to the Companyremuneration under this Agreement. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge of his duties hereunder direction and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors control of the Company (the "Board"), the President and Company’s Chief Executive Officer of the Company (“CEO”). Executive shall perform such duties and any other senior executive officer functions for and on behalf of the Company consistent with his position and experience as Chief Financial Officer, as are reasonably requested of Executive from time to time by the CEO. Executive shall use reasonable best efforts to devote all of his working time, skill and efforts to the performance of Executive’s duties under this Agreement in a manner that will faithfully and diligently further the business and interests of the Company; provided, all such duties however, that Executive shall in any event be permitted (a) to be consistent with his position. The Executive shall obey the lawful directions a member of the Board, the Company's President boards of directors (or similar governing bodies) of other entities and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not during his term unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of employment directors (except or similar governing body), such membership is approved by the CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as a representative of the Company or with the consent in writing of the Board) date hereof and disclosed on Exhibit A shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are deemed conclusively approved. Except as set forth on Exhibit BA hereto, which Executive represents and warrants as of the date hereof and as of the Effective Date that he is attached hereto and incorporated by reference herein; and (ii) ownership not a member of an interest any board of not more than 2% in directors or similar governing bodies of any entity that does not compete other than the Company or its subsidiaries. Executive, in the performance of Executive’s duties hereunder, shall use good faith, reasonable efforts to cause the activities of the Company to be conducted substantially in accordance with the Company, provided it does not impair the ability terms of the Executive limited liability company operating agreement of the Company as amended and in effect from time to discharge fully time and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsapplicable laws, the Executive shall be entitled to serve and will, in various leadership capacities in civicall material respects, charitable observe and professional organizations. The Executive recognizes that his primary and paramount responsibility is adhere to the Company. (d’s code(s) The Executive shall of conduct and ethics and other corporate governance codes and policies as now existing or which may hereafter be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on adopted by the Company's business.

Duties. (a) During the term of this AgreementEmployment Term, Employee shall serve ------ the Executive shall be employed Corporation in the position set forth a capacity as its Chief Financial Officer, or in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers other related capacity or capacities as may be assigned determined by the Board. Employee shall perform such services as are customary for the Chief Financial Officer of a publicly traded corporation, including, but not limited to financial analysis, presentation and reporting, and financial management, administration and compliance, and such other services as may be required or vested in him requested by the Board of Directors or the President in connection with the operation of the Company (the "Board"), Corporation and its Subsidiaries. Employee shall report directly to the President and Chief Executive Officer of the Company Corporation and any other senior executive officer shall render her services at the present location of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions Corporation or any office or location of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area Corporation as the Board may determineor the President shall request. During the Employment Term, except and excluding any periods of vacation and sick leave, Employee agrees to devote full time, best efforts to the business and affairs of the Corporation to discharge the responsibilities assigned to Employee hereunder, and to perform faithfully and efficiently such responsibilities. During the Employment Term it shall not be a violation of this Employment Agreement for reasonably required travel Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as Employee's duties in connection therewith do not unreasonably interfere with Employee's duties under this Employment Agreement. Activities of Employee consistent with this Section 3 shall not permit the CompanyCorporation to terminate Employee's businessemployment for "Cause", as defined below.

Duties. (a) During The Executive agrees to serve as Executive Vice President and Chief Investment Officer of the term Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours will adhere to the discharge Code of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Conduct of the Company (the "Board"), “Code of Conduct”) that has been or may hereafter be established and communicated by the President and Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey may accept directorships on the lawful directions board of directors of not-for-profit corporations without the BoardChief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company's President and Chief Executive Officer and any other senior executive officer in writing of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoffact that he has accepted such a non-profit directorship. (b) The Executive shall not during his term of employment (except as a representative of If the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive elects not to discharge fully and faithfully his duties hereunder. (c) Notwithstanding renew the foregoing provisionsTerm pursuant to Section 2.2, the Executive shall continue to be entitled employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to serve in various leadership capacities in civicSection 3.1 hereof), charitable shall cooperate fully with the Chief Executive Officer and professional organizations. The Executive recognizes that his primary and paramount responsibility is to shall perform such duties not inconsistent with the Company. (d) The Executive provisions hereof as he shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in assigned by the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessChief Executive Officer.

Duties. (a) During the term of this Agreement, the Executive shall be employed in devote Executive’s reasonable best efforts and, subject to the position commitments set forth in Exhibit A on Schedule A, full business time and shallattention to the business and affairs of the Employer and the LoanDepot Group, unless prevented by incapacity, devote substantially and shall have all of the duties, responsibilities, functions and authority implied by his business timeposition, attention and ability during normal corporate office business hours subject to the discharge of his duties hereunder power and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors authority of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and the Board. Executive shall perform such Executive’s duties, responsibilities and functions to the Employer or any other senior executive officer member of the Company LoanDepot Group hereunder, as applicable, in a diligent and professional manner and shall comply with the lawful policies and procedures of the Employer and the LoanDepot Group in all material respects. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall use his diligent efforts support and implement the business and strategic plans approved from time to promote time by the interests Chief Executive Officer and/or Board. Executive’s primary duties, responsibilities, functions and authority shall be exploring, structuring, managing and negotiating strategic partnerships, growth and expansion of business units, asset acquisitions, corporate capital markets/financings, mergers and acquisitions for the LoanDepot Group as well as readying the Employer for a potential initial public offering; provided, however, that such duties, responsibilities, functions and authority may be changed and/or supplemented from time to time by the Chief Executive Officer and/or the Board. So long as Executive is employed by the Employer, Executive, except for the commitments set forth on Schedule A, shall not accept other employment, serve as an officer or consultant of any other Person, serve as a director of any other Person or perform other services for compensation without the prior written consent of the Company Board (which consent may be withheld by the Board in its sole discretion). From time to time and to maintain and promote upon the reputation thereof. (b) The Board’s request, Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing attend meetings of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. During the Employment Period: (a) During the term of this Agreement, the Executive shall be employed in by Employer as President & Chief Executive Officer of the position set forth in Exhibit A Company and shallthe Bank, unless prevented by incapacitywith the authority, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers responsibilities as may be are customarily assigned to or vested in him by this position. Executive shall report directly to the Board of Directors of the Company (the "“Board"”), the and in his capacity as President and Chief Executive Officer CEO of the Company and any other senior executive officer Bank, to the Board of Directors of the Bank. During the Employment Period, Executive shall serve on the Board without additional compensation, subject to election by the shareholders of the Company, all such duties to be consistent with his position. The Executive and shall obey also serve on the lawful directions Board of Directors of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofBank as its Chairman. (b) The Executive shall not during devote his term full business time, energy and skill to the business of employment Employer (except as a representative for vacations and absences made necessary because of illness), and to the Company or with promotion of Employer’s best interests. Executive agrees to devote the consent time necessary to discharge faithfully and efficiently his responsibilities under this Agreement. Notwithstanding anything to the contrary in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activitythis Agreement, except through: Executive may devote reasonable time to (i) continued ownership and management supervision of the Executive’s current business interestshis personal investments, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership to activities involving professional, charitable, educational, religious and similar types of an interest organizations, (iii) to speaking engagements, and (iv) to similar activities, to the extent that those other activities do not interfere with the performance of not more than 2% Executive’s duties under this Agreement, or conflict in any entity that does not compete way with the business or interests of Employer, and are in compliance with Employer’s policies and procedures in effect from time to time applicable to employees with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Conduct and Ethics and the Company’s policies on Outside Business Activity and Related Party Transactions. Executive shall be permitted to sit on at least one outside public company or for-profit private company outside board, provided it does not impair subject to approval by the ability Joint Compensation, Nominating and Corporate Governance Committee of the Executive to discharge fully Board (the “Committee”) and faithfully his duties hereundercompliance with any other applicable Company policies. (c) Notwithstanding the foregoing provisions, the Executive Executive’s primary office and place of employment shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to at the Company’s headquarters, which for the initial twelve (12) months of Executive’s Employment Period, unless otherwise agreed by the Board, shall be at the Company’s current headquarters in Los Angeles, California. (d) The Executive shall be based at represents and warrants that there are no current Company headquarters at 00000 XxXxxxxxx Xxxxor prior employment agreements between him and his former employers—including but not limited to any employee code of conduct, Xxxx Valleynoncompetition, Maryland 21031, nonsolicitation or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessnondisclosure agreements—that would restrict or otherwise adversely affect his continuing employment with Employer or performing his expected job duties.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Executive Officer and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall be employed in the have duties and authority consistent with Executive's position set forth in Exhibit A as Executive Vice President and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours shall report to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Chief Executive Officer of the Company (the "BoardReporting Relationship"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsis a party or otherwise bound. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.Xxxxxx Employment Agreement-2002

Duties. (a) During a. Employee shall have the term of this Agreementduties, the Executive shall be employed in the position set authorities and responsibilities forth in Exhibit A attached to this Agreement, as amended from time to time and shallwith input from the Company’s Board of Directors (the “Board”). Employee’s principal place of employment with the Company shall be at the Company’s offices, unless prevented by incapacitycurrently at 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, provided that Employee understands and agrees that Employee may be required to travel from time to time for business purposes. b. Employee shall devote substantially all of his Employee’s full business time, attention energy, business judgment, knowledge, skill and ability during normal corporate office business hours best efforts to the discharge of his duties hereunder and to the faithful and diligent performance of such Employee’s duties with the Company Group, in conformance with rules and the exercise of such powers as may be assigned to or vested in him by the Board of Directors policies of the Company (Group in effect from time to time and otherwise provided or made available to Employee. Employee will not, during the "Term, directly or indirectly engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor or in any other capacity, either with or without compensation, without the prior written consent of the Board"). However, Employee may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, civic, educational, religious and similar types of activities, speaking engagements and membership on other boards, provided such activities do not interfere in any material way with the President and Chief Executive Officer business of the Company Group and provided further that Employee cannot serve on the board of directors of (or provide services to) any other senior executive officer of publicly traded company without the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions written consent of the Board, the Company's President which shall not be unreasonably withheld. The time involved in such activities shall not be treated as vacation time. Employee shall be entitled to keep any amounts paid to him in connection with such activities (such as director fees and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofhonoraria). (b) c. The Executive Company hereby expressly acknowledges that Employee’s personal investments include investments made by JJT Holdings LLC and Percy Holdings LLC. Notwithstanding the foregoing, Employee is bound by and subject to the Code of Ethics – Personal Investment Policy and all other policies under the Medley Investment Advisers Regulatory Compliance Manual. Employee further agrees that his involvement in the foregoing personal investment activities shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of create regulatory concerns for the ExecutiveCompany Group that cannot be resolved or mitigated to the Board’s current business interestsreasonable satisfaction, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership create actual or potential conflicts of an interest of that cannot more than 2% in any entity that does not compete be resolved or mitigated to the Board’s reasonable satisfaction or (iii) otherwise interfere with the Company, provided it does not impair the Employee’s ability of the Executive to discharge fully and faithfully perform his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a2.1 The Executive shall serve, subject to the supervision and control of the Corporation's Chief Executive Officer, as Executive Vice President, Administration of the Corporation with the responsibilities and authority, and status and perquisites which have consistent with past practice, been delegated or granted by the Corporation to an employee holding such position(s) During or which are customarily delegated or granted by similarly situated corporations to an employee holding these position(s). If Executive is appointed to additional offices by the term of this AgreementCorporation during the Contract Period, the Executive shall be employed in have the position set forth in Exhibit A responsibilities and shallauthority, unless prevented and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by incapacitysimilarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, devote substantially all of not inconsistent with his business timeposition, attention and ability during normal corporate office business hours as shall from time to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may time be assigned to or vested in him by the Board of Directors of the Company Corporation (the "Board"), ) or the President and Chief Executive Officer Officer. 2.2 Executive agrees that during the Contract Period, he shall devote substantially all of his full working time and attention and give his best effort, skill and abilities exclusively to the business and interests of the Company and any other senior executive Corporation; provided, however, that the foregoing shall not be construed to prohibit Executive's service as a (i) director or officer of the Companyany trade association, all such duties civic, educational or charitable organization or governmental entity or, subject to be consistent with his position. The Executive shall obey the lawful directions of approval by the Board, as (ii) a director of any corporation which is not a competitor of the Corporation, provided that such service by Executive does not materially interfere with the performance by Executive of the responsibilities delegated under Section 2.1 above. 2.3 Executive shall carry out all responsibilities delegated in Section 2.1 above at the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxxx Valley, Maryland 21031Xxx Xxxx, or at such other office or location in within the greater Baltimore area continental United States as the Board may determinemay, from time to time, deem appropriate after consultation with Executive, except for travel reasonably required travel on in the Companyperformance of Executive's businessresponsibilities.

Duties. The Employee shall have general responsibility for managing the affairs of the Company’s North America Technology Products Group and as Chief Executive of the North America Technology Products Group, you will perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity and/or, to the extent consistent with your position (asubject to Section 3(c) During or 3(d) in the term case of this Agreementyour voluntary resignation without Good Reason (as defined below)), as directed by the Chairman and Chief Executive Officer of the Company (the “Chairman and CEO”) and/or the Executive Committee of the Board of Directors of the Company (the “Executive Committee”, and individually and/or collectively with the Chairman and CEO, the Executive “Reporting Person”). You shall be employed in report to the position set forth in Exhibit A and shall, unless prevented by incapacity, Reporting Person. You agree to devote substantially all of his business your full working time, attention and ability during normal corporate office business hours skill to the discharge business and affairs of the Company and to use your best efforts to advance the best interests of the Company. The Employee shall perform his duties hereunder primarily at the Company’s offices located in Miami, Florida, subject to travel and to the faithful and diligent performance other duties outside of such duties location consistent with the Company’s business as determined by the Reporting Person. Nothing in this Agreement shall be construed to prohibit the Employee from serving on the board of directors and/or on the advisory board of any not-for profit or other corporation, including Peek Inc., Catholic Charities of the Archdiocese of Saint Pxxx and Minneapolis, The RXXX Group LLC, Accenture Inc. and CTIA The Wireless Association, provided that (a) such service does not create an actual or apparent conflict of interest with the exercise business of the Company, (b) such powers as may be assigned to or vested in him service is approved by the Board of Directors of the Company (the "“Board"”), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionssuch service does not conflict with any applicable federal or state law, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companyregulation or NYSE rule. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Employment Period, Executive shall serve on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of this AgreementChief Human Resource Officer commencing as of the Effective Date and shall have such duties, authorities and responsibilities as are consistent with the customary duties, authorities and responsibilities of such a position for a public company, and as the Chief Legal and Compliance Officer may designate from time to time while the Executive serves as the Chief Human Resource Officer of the Company. While Executive is the Chief Human Resource Officer of the Company, Executive will report directly to the Chief Legal and Compliance Officer. Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his Executive’s business time and attention and Executive’s best efforts (excepting vacation time, attention holidays, sick days and ability during normal corporate office business hours periods of disability) to Executive’s employment and service with the discharge Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of his duties hereunder and a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him approval by the Board in its sole discretion, participating on boards of Directors directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer shareholders of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions serving as a member of the Board, Board during the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofEmployment Period. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Employee will serve as Interim Chief Executive Officer and President of the Company. The Board of Directors may, at any time, decide to discontinue to use of the title Interim Chief Executive Officer and President but will continue to compensate the Employee at the same salary level for the balance of the term of this Agreementthe contract. In the event such a decision is made, the Executive shall be employed in Company will assign a title and duties commensurate with the position set forth in Exhibit A Employee’s experience and shall, unless prevented by incapacity, abilities. The Employee will devote substantially all of his Employee’s entire business time, attention attention, skill, and ability during normal corporate office business hours energy exclusively to the discharge business of his duties hereunder the Company, will use the Employee’s best efforts to promote the success of the Company’s business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Company. The Employee will report directly to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to the Employee from time to time by the Board of Directors or their designee. To the extent that the Company shall have any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures (the "Board"collectively “Related Entities”), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all Employee shall perform such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President promote these entities and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote and protect their respective interests to the same extent as the interests of the Company without additional compensation. At all times, the Employee agrees that the Employee has read and to maintain will abide by, and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of prospectively will read and abide by, any employee handbook, policy, or practice that the Company or Related Entities has or hereafter adopts with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive respect to discharge fully and faithfully his duties hereunderits employees generally. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term period of this Agreementemployment as provided in Paragraph 1(b) hereof, Executive shall serve as Chief Financial Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such following: (i) Chief Financial Officer. The primary duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors responsibilities of the Company (Chief Financial Officer consist of the "Board")following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all aspects of the Corporation and its subsidiaries. In addition, the Chief Financial Officer will have primary responsibility for the appropriate management and investment of the Corporation's assets, particularly cash, to maximize the highest possible rate of return. Additional responsibilities will include dealing primarily with the Corporation's independent auditors, financial institutions, particularly commercial banks and financial analysts, the preparation, based upon information obtained from appropriate personnel, of an annual budget, both consolidated and unconsolidated and additional interim reports as will permit him to maintain effective control and supervision on a continuing basis of the Corporation's financial results or operations and financial status, and such further responsibilities as are delegated to Executive by the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofCorporation. (b) The Executive shall devote substantially all of her entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during his the term of her employment (except as a representative of the Company or with the consent in writing of the Board) hereunder be directly or indirectly engaged or concerned or interested in any other business activityactivity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing her personal investments or investing her assets in such form or manner as will not require any significant services on her part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except through: (i) continued ownership and management those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the Executive’s current The Wall Street Journal; or (b) preclude Executive from continuing to serve on the board of directors of any business interestscorporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, which are set forth on Exhibit Bsubject to the prior approval of the Board, which is attached hereto and incorporated by reference herein; and (ii) ownership from accepting employment to additional board of an interest of directors, provided that such activities do not more than 2% in any entity that does not compete materially interfere with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his Executive's duties hereunder. (c) Notwithstanding Executive further agrees that during the foregoing provisionsterm of her employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the Executive shall be entitled to serve solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companyconnection with her employment under this Agreement. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of have such duties and the exercise of such powers as may be assigned to or vested in him Executive from time to time by the CEO of the Project, Board of Directors of the Company Nevada Property 1, LLC (the "“Board")”) or such other person or entity as designated from time-to-time by Deutsche Bank AG. Executive is also required to read, review and observe all of the Employer’s policies, procedures, rules and regulations in effect from time to time during the Executive’s employment that apply to employees of the Employer, including, without limitation, the President Code of Business Conduct and Chief Executive Officer Ethics, as amended from time to time (a current version of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionwhich is attached as Exhibit A). The Executive shall obey devote Executive’s full-time working time to the performance of Executive’s duties hereunder, shall faithfully serve the Employer, shall in all respects conform to and comply with the lawful directions and instructions given to Executive the CEO of the BoardProject, the Company's President and Chief Executive Officer and any Board or such other senior executive officer of the Company and the person or entity designated from time-to-time by Deutsche Bank AG. Executive shall use his diligent Executive’s best efforts to promote and serve the interests of the Company Employer and to maintain and promote the reputation thereof. (b) The Project. Further, Executive shall not during his term of employment (except as a representative not, directly or indirectly, render services to any other person or organization without the consent of the Company Employer or otherwise engage in activities that would interfere with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership faithful performance of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his Executive’s duties hereunder. (c) Notwithstanding the foregoing provisions; provided, the however, that Executive may serve on civic or charitable boards or engage in charitable activities without remuneration if doing so is not inconsistent with, or adverse to, Executive’s employment hereunder. Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is report directly to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, Board or such other location in entity as designated by Deutsche Bank AG. Initially, Executive’s immediate supervisor shall be Xxxx Xxxx but it is expected the greater Baltimore area as Executive will report to the Board may determine, except for reasonably required travel on CEO of the Company's business.Project once the CEO begins employment. CONFIDENTIAL 3

Duties. (a) During The Executive agrees to serve as Executive Vice President, Human Resources. In such capacity, the term Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours will adhere to the discharge Code of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Conduct of the Company (the "Board"), “Code of Conduct”) that has been or may hereafter be established and communicated by the President and Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey may accept directorships on the lawful directions board of directors of not-for-profit corporations without the BoardChief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company's President and Chief Executive Officer and any other senior executive officer in writing of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoffact that he has accepted such a non-profit directorship. (b) The Executive shall not during his term of employment (except as a representative of If the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive elects not to discharge fully and faithfully his duties hereunder. (c) Notwithstanding renew the foregoing provisionsTerm pursuant to Section 2.2, the Executive shall continue to be entitled employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to serve in various leadership capacities in civicSection 3.1 hereof), charitable shall cooperate fully with the Chief Executive Officer and professional organizations. The Executive recognizes that his primary and paramount responsibility is to shall perform such duties not inconsistent with the Company. (d) The Executive provisions hereof as he shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in assigned by the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessChief Executive Officer.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Executive Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Board of Directors and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such have duties and the exercise of such powers authority consistent with Executive's position as may be assigned Chief Executive Officer and shall report to or vested in him by the Board of Directors of the Company (the "BoardReporting Relationship"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsis a party or otherwise bound. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.JMM Employment Agreement 2002

Duties. (a) During the term of this Agreement, the Executive shall be employed in perform all of the duties and obligations consistent with the position set forth of Chief Product Officer and consistent with the Bylaws or other governing documents of QTS and/or the Company as in Exhibit A effect from time to time, subject to the lawful and shallgood faith direction of the CEO of the Company, unless prevented and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by incapacity, the CEO (including the performance of services for any subsidiary or affiliate of the Company without any additional compensation) consistent with the position of Chief Product Officer. Executive shall perform the duties contemplated herein faithfully and diligently. (b) Executive acknowledges and agrees that by executing this Agreement he waives any right to claim a termination for “Good Reason” under the terms of the Original Agreement by virtue of the position to which he is being appointed as of immediately following the Closing. Executive further acknowledges and agrees that effective as of the Closing this Agreement will completely supersede and replace the Original Agreement. (c) Executive shall devote substantially all of his business time, attention time and ability during normal corporate office business hours effort to the discharge performance of his Executive’s duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors business affairs of the Company (the "Board")OP, the President and Chief Executive Officer of the Company and any other senior executive officer of the CompanyQTS; provided, all such duties to be consistent with his position. The that in no event shall this provision prohibit Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: from (i) continued ownership and management of the Executive’s current business interestsperforming social, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and religious activities, (ii) managing personal investments and affairs (which includes Massachusetts Burger Enterprises LLC), (iii) participating in educational or professional organizations. The Executive recognizes that his primary associations, or (iv) any other activities approved by the CEO, so long as the activities set forth in clauses (i) through (iv) above do not materially and paramount responsibility is adversely interfere with Executive’s duties and obligations hereunder or to the Company. business affairs of the Company and/or QTS. Executive also may serve on one or more boards of directors of another company (dand committees thereof) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or upon approval of the CEO prior to commencing service on such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businesscompany board.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed in by the position set forth in Exhibit A Company initially as Special Advisor to the Chief Executive Officer of the Company (the “CEO”), with such title to change to Executive Vice President and shallChief Financial Officer on January 1, unless prevented 2018 or such later date as Executive receives the regulatory approvals necessary for him to hold and execute such role. Executive shall report to the CEO. Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by incapacitythe CEO, which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with comparable companies. Executive shall devote substantially all of his business time, attention time and ability during normal corporate office business hours effort to the discharge performance of his duties hereunder hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. In addition, Executive will be permitted to serve, with the faithful and diligent performance prior written consent of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"”), the President and Chief Executive Officer as a member of the board of directors or advisory boards (or their equivalents, in the case of a non-corporate entity) of non-competing businesses. Executive shall comply with the policies, procedures, standards, and regulations established from time to time by the Company (the “Policies”). Executive shall obtain and any other senior executive officer of keep in full force and effect throughout the Company, Term all such duties to be consistent with his gaming licenses or approvals necessary or appropriate for Executive’s position. The Executive shall obey During the lawful directions of the BoardTerm, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineCompany’s offices in New York, NY, except for reasonably required travel on the Company's business’s business consistent with Executive’s position.

Duties. (a) During the term Term of this Agreement, whether Initial or Successor, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours render to the discharge Company services as its Vice President of his Business Development, and shall perform such duties hereunder normally associated with that position, and as may otherwise be reasonably designated by and subject to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer supervision of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer its Board of Directors, and he shall serve in such additional capacities appropriate to his responsibilities and skills as shall be designated by the Company Company, through action of its Chief Executive Officer and the Board of Directors, provided however, Executive shall not be required to relocate from Brooklyn, New York. During such Term, the Executive shall devote his primary and substantial business attention, time and energies to the operations and affairs of the Corporation, and will use his diligent best efforts to promote the interests and reputation of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does that he may pursue such other activities, both remunerative and non-remunerative, as do not impair interfere or compete with, to any material degree, the ability complete performance of his obligations hereunder. Any question of interpretation which may arise under the preceding proviso shall be resolved by majority decision of the Company's Board of Directors, provided that the Executive's current and any continuing membership on the board of directors of each of Myoptics Opticians, Inc. ("MYOPTICS") and 8607 Colonial Group, Inc. ("COLONIAL") are hereby approved, as are any operational or administrative activities engaged in by the Executive in performing services for Colonial, Myoptics and Winchester Financial Services and which are not competitive to the interests of the Company. The Company covenants that its best efforts shall be used during the Term to cause the Executive to discharge fully be nominated for re-election and, with shareholder approval, elected to continued and faithfully uninterrupted service as a director. The Executive represents and warrants to the Company that, (a) he is not proscribed by any agreement with any prior employer or other party from using or disclosing any confidential information, or competing with the business, of such employer or other party, (b) his performance under this Agreement will not breach any other agreement by which he is bound, and (c) in the performance of his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled he will not make use of materials or information proprietary to serve in various leadership capacities in civic, charitable any former employer and professional organizations. The Executive recognizes that his primary and paramount responsibility is which are not generally available to the Companypublic. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During A. On the term Effective Date, Xxxxxxxx shall begin to serve as an Interim Co-Chief Executive Officer of this Agreementthe Company, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours reporting to the discharge Audit Committee (the “Committee”) of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors (the “Board”) and, subject to the oversight and control of the Committee and the Board, shall have responsibility for all sales and marketing functions of the Company (and CBI, including, without limitation, route sales, and for all Company manufacturing and distribution operations other than the "Board")Spice Products division operations, along with such shared general powers, duties and responsibilities as are typically vested in a chief executive officer, including without limitation the shared responsibility for the development and implementation of the Company’s strategic plans and the shared responsibility for the overall management of the Company. X. Xxxxxxxx shall continue to serve as President and Chief Executive Officer of CBI, and in such capacity shall report to the Company CBI board of directors. C. In addition to his general duties and any responsibilities, Xxxxxxxx shall also perform such other senior executive officer of the Company, all such duties to be as are consistent with his positionposition(s) and as are directed by the Committee or the Board. The Executive Xxxxxxxx shall obey devote to the lawful directions Company’s business substantially all of his working time. Service as a director of a for-profit organization shall require approval of the Board. D. If Xxxxxxxx is serving neither as sole interim or sole permanent Chief Executive Officer nor as co-Chief Executive Officer on an interim or permanent basis, but is still employed by the Company's Company his title will revert to President and Chief Executive Officer of CBI with the duties attendant to that position and any other senior executive officer of this Agreement will be assigned by the Company to CBI and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofassumed by CBI. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Term, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers serve as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer shall be a member of the Company, all such duties to be consistent with his positionBoard. The Executive shall obey be the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior senior-most executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company. In her capacity as President and Chief Executive Officer, the Executive shall use his diligent efforts her best energies and abilities in the performance of her duties, services and responsibilities for the Company. In performing such duties, services and responsibilities, the Executive will report directly to promote the interests of the Board, and no other Company and employee (other than Martha Stewart) shall have a direct reporting relationship to maintain and promote the reputation thereoftxx Xxxxx. (b) The During the Employment Term, the Executive shall not during his term devote substantially all of employment (except as a representative her business time and attention to the businesses of the Company or and its subsidiaries and affiliates and shall not engage in any activity inconsistent with the consent foregoing, whether or not such activity shall be engaged in writing for pecuniary profit, unless approved by the Board; provided, however, that, to the extent such activities do not violate, or substantially interfere with her performance of her duties, services and responsibilities under, this Agreement, the Executive shall be permitted to manage her personal, financial and legal affairs and serve on civic or charitable boards and committees of such boards, it being agreed that the Executive may continue to serve on corporate, civic and charitable boards on which she sits as of the Board) date of this Agreement. During the Employment Term, the Executive's principal location of employment shall be directly or indirectly engaged or concerned or interested at the Company's executive offices in any other business activityNew York City, New York, except through: (i) continued ownership and management for customary business travel on behalf of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto Company and incorporated by reference herein; its subsidiaries and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderaffiliates. (c) Notwithstanding Upon any termination of the foregoing provisionsExecutive's employment with the Company, the Executive shall be entitled deemed to serve in various leadership capacities in civichave resigned from all other positions she then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, charitable unless otherwise agreed by the Company and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the CompanyExecutive. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in have the position set forth in Exhibit A normal duties, responsibilities, functions, and shallauthority of the CEO, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge power and authority of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), and Executive shall report to the President and Chief Board. Executive Officer of shall render to the Company administrative, financial, and any other senior executive officer and managerial services that are consistent with Executive's position as the Board may from time to time direct. Executive shall devote Executive's full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, all such its Affiliates, and its Subsidiaries. In performing Executive's duties to be consistent with his position. The and exercising Executive's authority under this Agreement, Executive shall obey support and implement the lawful directions business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's effort to expand the business and operate in conformity with the business and strategic plans. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the Board, who may approve under such procedures as the Company's President and Chief Executive Officer and Board shall from time to time approve, serve on the board of directors of any other senior executive officer company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive's personal benefit or for the benefit of any Person other than the Company and the Executive shall use his diligent efforts to promote the interests of the Company its Subsidiaries and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company Affiliates if such other activities or services interfere with the consent in writing performance of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive 's duties under this Agreement. Subject to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsprovision, the Executive nothing in this Agreement shall be entitled to serve construed as preventing Executive from engaging in various leadership capacities in civicvolunteer services for charitable, charitable and professional educational or civic organizations. The Executive recognizes that his primary and paramount responsibility is to , serving on the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031board of directors of other companies without compensation or remuneration, or investing Executive's personal assets in such a manner as Executive deems to be appropriate; provided, however, no such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Companyactivity shall conflict with Executive's businessobligations under this Agreement or interfere with Executive's performance of Executive's duties under this Agreement.

Duties. (a) During the term Term of this AgreementEmployment, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President Chairman and Chief Executive Officer of the Company and any other senior executive officer will act in accordance with, and be subject to the policies and procedures as may be duly adopted by the Board of Directors (the “Board”) from time to time. Executive shall perform such duties as are consistent therewith as the Board shall designate. Executive will be responsible for the management and operations of all aspects of the Company’s business including, but not limited to, licensing, development and enforcement of the Company’s patents, patent acquisitions, strategic relationships with third parties to monetize their patents, patent litigation oversight and finance and administration. Executive will also have direct responsibility, subject to Board of Directors policies and resolutions as noted above, for all such duties to be consistent with his positioncurrent and future budget and staff, and profit and loss accountability for the Company in its entirety. The Executive shall obey use his best efforts to perform well and faithfully the lawful directions foregoing duties and responsibilities. In addition, Executive shall continue to serve as Chairman of the Board and shall be nominated during the Term of Employment on an annual basis as a director (subject to election by the stockholders of the Company). On the Termination Date, if Executive is no longer employed by the Company, he shall submit his resignation as Chairman of the Board of Directors (not as a member of the Board) if requested by the Company provided that Executive owns less than 5% of the Company’s outstanding shares of common stock (on a fully diluted basis after assuming the exercise of all outstanding options, warrants and other convertible securities) or he has been Terminated for Cause (as defined in Section 9 hereof) or left the Company without Good Reason (as defined in Section 10 hereof). For purposes of this Agreement, so long as Executive shall serve as a member of the Board, any references herein to decisions or determinations to be made by the Company's President Board with respect to Executive (including, without limitation, matters relating to compensation and Chief Executive Officer and any other senior executive officer termination) shall be made by a majority of the Company and the Executive shall use his diligent efforts to promote the interests then members of the Company Board excluding Executive, who shall recuse himself and abstain from voting with respect to maintain and promote the reputation thereofany such matters. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. a) The Employee shall competently and diligently manage the daily operations and perform the normal duties and responsibilities of the Chief Financial Officer of the Company which is engaged in providing insurance management, insurance and reinsurance underwriting services, loss control services, marketing to clients, and such other related duties and responsibilities consistent with the foregoing as may be reasonably assigned to him from time to time by the President of the Company (athe “President”). b) The Employee shall timely report to the President as may be reasonably requested of the Employee. c) The Employee shall devote his full time, skills and best efforts to the performance of his duties hereunder, to the exclusion of all other employment activities, except as otherwise provided in this Agreement; provided, however, that the Employee may manage his own passive investments so long as such management does not interfere materially with the performance of his duties hereunder. d) The Employee shall generally perform his duties from the offices of the Company, which are currently located in the metropolitan area of Atlanta, Georgia. e) During the term of this Agreement, the Executive Employee acknowledges that he may also serve as Chief Financial Officer of the Company’s corporate parent(s), American Safety Holdings Corp. (“AS Holdings”) and American Safety Insurance Holdings, Ltd. (“ASIH”), or subsidiaries as the parties may mutually agree. The Employee shall be employed receive no additional cash or equity compensation for acting in such other capacities. f) The Company shall indemnify and hold harmless the position set forth in Exhibit A Employee from and shallagainst all claims, unless prevented suits, judgments and damages (“Losses”) asserted or claimed by incapacityaffiliated or unaffiliated third persons or entities, devote substantially all arising out of his business time, attention the Employee's good faith efforts to implement the policies and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof). Notwithstanding the "Board")foregoing, however, the President Company shall have no such obligation to indemnify the Employee for any Losses which arise as a result of any action or failure to act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with performance of his duties under this Agreement. The Employee shall not be held responsible or liable to the Company (and Chief Executive Officer any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof) for any losses or errors or omissions arising out of the performance of his duties in accordance with the policies and procedures of the Company (and any other senior executive officer of companies or corporate affiliates pursuant to Paragraph 2(e) hereof) as communicated to the CompanyEmployee from time to time in writing, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative result of any action or failure to act by the Company Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with the consent in writing performance of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderunder this Agreement. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Term (as defined below), Employee shall be employed as President of Employer. Employee shall report to the Chief Operating Officer of Parent. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the duties as are customary to this position as those duties are determined from time to time by the Chief Operating Officer of Parent and to fully comply with all laws and regulations pertaining to the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shallall ethical rules, unless prevented by incapacity, devote substantially all Parent’s Code of his business time, attention and ability during normal corporate office business hours to the discharge Business Conduct & Ethics for Members of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors and Executive Officers as well as any and all policies, procedures and instructions of Parent including, but not limited to, the provisions of Section 304 of the Company Xxxxxxxx-Xxxxx Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the "Board"boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President of Employer. Employee will not, during the President and Chief Executive Officer of the Company and any other senior executive officer of the CompanyTerm, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested indirectly, engage in any other business activitybusiness, except through: (i) continued ownership and management either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the ExecutiveEmployer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Parent’s current business interestsemployees, which are set forth on Exhibit B, which is attached hereto including policies relating to xxxxxxx xxxxxxx and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete reporting obligations intended to comply with the CompanySecurities Exchange Act of 1934, provided it does not impair as amended (the ability of the Executive to discharge fully and faithfully his duties hereunder“Exchange Act”). (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Executive is employed by the term Company to serve as the Senior Vice President, Human Resources of this AgreementH&R Block, Inc., a Missouri corporation ("Block") and the Executive shall be employed in indirect parent corporation of the position set forth in Exhibit A and shallCompany, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge authority and direction of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of Block and the Company (the "Board"), the President and Chief Executive Officer of Block. Subject to the Company foregoing, Executive will have such authority and any other senior executive officer responsibility and duties as are normally associated with the position of the CompanySenior Vice President, all such duties to be consistent with his positionHuman Resources. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities, in its sole discretion, at any time. Executive shall obey the lawful directions of the Boardwill perform such other duties as are assigned to Executive from time to time. (b) So long as Executive is employed under this Agreement, the CompanyExecutive agrees to devote Executive's President full business time and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests exclusively on behalf of the Company and to maintain competently and promote diligently discharge Executive's duties hereunder. Executive will not be prohibited from engaging in such personal, charitable, or other nonemployment activities that do not interfere with Executive's full-time employment hereunder and that do not violate the reputation thereof. (b) The other provisions of this Agreement or the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive shall not during his term of employment (except as a representative acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Company or with as are from time to time in effect and applicable to Executive's position. Executive understands that the consent in writing business of the Board) be directly or indirectly engaged or concerned or interested in any other business activityBlock, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability and/or any other direct or indirect subsidiary of the Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionssubmit to background investigation as a condition of Block, the Executive shall be entitled Company, and/or Affiliates' participation in certain activities subject to serve in various leadership capacities in civicsuch regulation. If Executive, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to Block, the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or Affiliates are unable to participate, in whole or in part, in any such other location in the greater Baltimore area activity as the Board may determine, except for reasonably required travel result of any action or inaction on the Companypart of Executive, then this Agreement and Executive's businessemployment hereunder may be terminated by 1 the Company without notice.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Executive Officer and President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all directives of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"), ”) and the President and Chief Executive Officer corporate policies of the Company as they presently exist, and any other senior executive officer as such policies may be amended, modified, changed, or adopted during the Period of the Company, all such Employment. Executive shall have duties to be and authority consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Executive’s position as Chief Executive Officer and any other senior executive officer of shall report to the Company and Board (the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof“Reporting Relationship”). (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interestscommunity affairs, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business), and (iii) serve on the board of directors of any non-competing business or businesses; provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive’s duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companya party or otherwise bound. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. EMPLOYEE shall be responsible for interactions with domestic and world wide financial managers and investors in both the private and public markets to meet the company’s financing, growth and profit directed activities. To achieve these and all other defined objectives Employee shall assemble an experienced and effective success oriented senior management team that shall (ai) During participate in obtaining financing and managing budgets; (ii) support the term Company’s mission directed strategic and tactical plan, including manufacturing, business development, marketing, sales, distribution and project management and; (iii) the establishment of this Agreementcorporate policy and culture; (iv) investor and public relations (IR/PR); and (v) compliance with US and appropriate Non-US regulatory agencies (financial and product related). Employee shall work closely with the Company’s President in defining and achieving all objectives. In addition, EMPLOYEE’s duties shall be such duties and responsibilities as the Company’s Board of Directors shall specify from time to time, and shall entail those duties customarily performed by Chief Executive Officer and Chief Science Officer of a similarly situated company. EMPLOYEE shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. EMPLOYEE shall be responsible and report only to the Company’s Board of Directors. In its sole and absolute discretion, the Executive Company’s Board of Directors shall be employed determine EMPLOYEE’s duties and responsibilities and may assign or reassign EMPLOYEE to such duties and responsibilities as it deems in the position set forth in Exhibit A Company's best interest, to the extent such assignment or reassignment is commensurate with the duties customarily performed by the Chief Executive Officer of a similarly situated company. EMPLOYEE shall devote his full-time attention, energy, and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability skill during normal corporate office business hours to the discharge of his duties hereunder business and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer affairs of the Company and any other senior executive officer of shall not, during the CompanyEmployment Term, all such duties to as that term is defined below, be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly actively engaged or concerned or interested in any other business activity, except throughwith the prior written consent of the Company’s Board of Directors. Notwithstanding anything to the contrary in this Agreement EMPLOYEE is not precluded from devoting reasonable periods of time required for: (a) serving as a director or member of a committee of any organization or corporation, charity or governmental position involving no conflict of interest with the interests of the Company; (b) serving as a consultant in his area of expertise (in areas other than in connection with the FIELD as hereinafter defined)), to government, industrial, and academic panels where it does not conflict with the interests of the Company. The Company has interests in the following areas: (i) continued ownership lipid containing microbubbles (“LCM”) technology as a drug delivery vehicle for use in the treatment of cancer as defined in the confidential License Agreement between Cornerstone Ventures, LLC and management of the Executive’s current business interestsCavitation-Control Technologies, which are set forth on Exhibit BInc. dated December 12, which is attached hereto and incorporated by reference herein2000; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with Emulsiphan nanoparticles and Emulsiphan nanoparticle based products; (iii) lipoic acid derivatives; (iv) polyethylene conjugated triazine derivatives; (v) products isolated from latex derived from the botanical Ficus carica; (vi) technologies used to treat and diagnose cancer licensed, acquired or otherwise developed by the Company, provided it does not impair ’s employees and duly assigned to the ability of Company (the Executive to discharge fully and faithfully his duties hereunder.“FIELD”); and (c) Notwithstanding managing his personal investments or engaging in any other non-competing business; provided that such activities do not materially interfere with the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable regular performance of his duties and professional organizations. The Executive recognizes that his primary and paramount responsibility is to responsibilities under this Agreement as determined by the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Executive shall continue to perform such duties of an executive nature for the Company Group as may be assigned to him from time to time by the Board of Directors (the “Board”) and that are customarily performed by an executive holding the positions of, President and Chief Executive Officer of the Company. The Executive shall serve the Company Group faithfully and to the best of his ability and shall devote his full business time and attention to the affairs of the Company Group, subject to Section 3(b) and to reasonable absences for vacation and illness in accordance with then-current Company policy, and Disability. The Executive shall be subject at all times to the direction and control of the Board and during the term of this Agreement shall continue to be duly elected by the Board as President and Chief Executive Officer. The Executive shall give the Board periodic reports on and keep the Board informed on a current basis concerning the material business affairs of the Company Group. (b) While Executive renders services to the Company, Executive will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company Group. The Company agrees that during the term of this Agreement the Executive may continue to provide consulting for Advent International and its affiliates, and may serve on the board of a private company affiliated with Advent International or in which it has an investment, directly or indirectly, but only where such consulting and service will not reasonably create a conflict of interest with the Company Group and does not exceed a mutually acceptable, reasonable time commitment. From time to time or upon request during the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by will provide the Board with reasonable confirmation that his activities for Advent International do not constitute a conflict of Directors of interest with the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionGroup. The Executive shall obey will be permitted to (a) with the lawful directions prior written consent of the BoardBoard act or serve as a director, the Company's President and Chief Executive Officer and trustee, committee member or principal of any other senior executive officer type of the Company and business, civic or charitable organization, which consent shall not unreasonably be withheld, delayed or conditioned, as long as the Executive shall use his diligent efforts is not then serving on the board of a company affiliated or related to promote Advent International, such activities are disclosed in writing to the interests Board and there is no conflict of the Company interest; and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment purchase or own less than five percent (except as a representative 5%) of the Company publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management performance of the Executive’s current business interestsduties and responsibilities to the Company as provided hereunder, which are including, but not limited to, the obligations set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding By signing this Agreement, Executive confirms to the foregoing provisions, the Company that he has no contractual commitments or other legal obligations that would prohibit Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that from performing his primary and paramount responsibility is to duties for the Company. (d) The Executive headquarters for the performance of the Executive’s duties during the term of this Agreement shall be based at current the principal executive offices of the Company headquarters at 00000 XxXxxxxxx Xxxxin Houston, Xxxx ValleyTexas, Maryland 21031subject to such reasonable travel as the performance of the Executive’s duties in the business of the Company Group may require. (e) During the term of this Agreement the Executive shall, or if elected, serve as a member of the Board of Directors of the Company and such other location in committees to which the greater Baltimore area as the Board Executive may determinebe appointed, except for reasonably required travel on the Company's businesswithout any additional compensation.

Duties. (a) During the term Employment Period, Executive shall serve on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of this AgreementChief Commercial Officer commencing as of the Effective Date and shall have such duties, authorities and responsibilities as are consistent with the customary duties, authorities and responsibilities of such a position for a public company, and as the Chief Operating Officer may designate from time to time while the Executive serves as the Chief Commercial Officer of the Company. While Executive is the Chief Commercial Officer of the Company, Executive will report directly to the Chief Operating Officer. Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his Executive’s business time and attention and Executive’s best efforts (excepting vacation time, attention holidays, sick days and ability during normal corporate office business hours periods of disability) to Executive’s employment and service with the discharge Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of his duties hereunder and a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him approval by the Board in its sole discretion, participating on boards of Directors directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer shareholders of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions serving as a member of the Board, Board during the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofEmployment Period. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. EXECUTIVE shall, during the continuance of his employment hereunder: (a) During Xxxxxx the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all whole of his business time, time and attention and ability during normal corporate office business hours abilities to the discharge business of his duties hereunder NAPCO during regular working hours and to the faithful and diligent performance of at such other times as may be necessary; ​ ​ ​ ​ (b) Perform such duties as are usually performed by an EXECUTIVE serving in his capacity and the exercise of such powers other duties as may be assigned to or vested in him from time to time by the Board Executive Vice President of Directors Operations and CFO of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder.NAPCO; (c) Notwithstanding Perform his duties subject to the foregoing provisions, direction of the Executive shall be entitled to serve in various leadership capacities in civic, charitable Vice President of Operations and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company.CFO of NAPCO; (d) The Perform all duties in strict compliance with all governmental laws rules and regulations, including, but not limited to, any laws, rules and regulations of the Securities and Exchange Commission; and (e) Report directly to the Executive Vice President of Operations and CFO of NAPCO and on a dotted line basis to the Chairman of NAPCO. In order to meet the aforementioned duties, EXECUTIVE agrees to immediately resign from any other executive positions, consulting positions, employee positions, etc. that EXECUTIVE presently maintains. EXECUTIVE further agrees not to accept any such future positions during the term of his employment without the prior written consent of the Chairman or the Executive Vice President of Operations and CFO of NAPCO. Moreover, EXECUTIVE represents and warrants that he has a full knowledge and understanding of all governmental laws, rules and regulations including, but not limited to, any laws, rules and regulations of the Securities and Exchange Commission and ​ ​ that he will remain up-to-date on any newly promulgated laws, rules and regulations in order to fulfill his duties in a manner fully compliant with the law. EXECUTIVE shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxperform all NAPCO business-related activities solely on NAPCO owned and supplied telephones, Xxxx Valleyemail addresses, Maryland 21031mailing addresses, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessetc.

Duties. (a) During the term of this AgreementEmployment Term, the Executive shall be employed in devote his full working time and energies to the position business and affairs of the Company. The Executive agrees during such Employment Term to use his best efforts, skill and abilities to promote the Company’s interests, and to perform such duties (consistent with his status as set forth below in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers this Section 2) as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"), ”) or by the President and Chief Executive Officer of the Company and any other senior executive officer (the “CEO”) or his designee. During the Employment Term, the Executive shall not, directly or indirectly, without the prior written consent of the Company, all render any services to any other person, or acquire any interests of any type in any other person; provided, however, that the foregoing shall not be deemed to prohibit the Executive from (a) acquiring, solely as an investment and through market purchases, securities of any entity that is registered under Section 12 of the Securities Exchange Act of 1934 and which are publicly traded so long as he is not part of any control group of such duties to be corporation, (b) acquiring, solely as an investment, any securities of, or interests in, any other entity so long as he remains a passive investor in such entity and does not become part of any control group thereof and so long as such entity has no material business connection with the Company or any of its subsidiaries, or (c) (i) devoting such time and energy as the Executive deems appropriate consistent with his position. The Executive shall obey duties hereunder to the lawful directions work of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management eleemosynary institutions of the Executive’s current business interestschoosing, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and or (ii) continuing with his ownership of an interest of not more than 2% interests in any entity Iconexus, LLC, a Massachusetts limited liability company, Metal Masters, LLC, a Massachusetts limited liability company and Performance Indicator LLC, a Maryland limited liability company; provided, that such work does not interfere, conflict or compete with the CompanyExecutive’s full, provided it does not impair the ability complete and faithful performance of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Term, as Chief Executive Officer of this AgreementK12, EMPLOYEE shall have duties and responsibilities related to building the organization and business, including but not limited to, achieving agreed revenue, cost, profit, cash-flow, and academic performance targets and shall report to the Board. While acting as Chief Executive Officer, EMPLOYEE shall continue to serve as Chairman of the Board. The Chief Operating Officer (“COO”), General Counsel (“GC”) and Chief Financial Officer (“CFO”) shall report directly to EMPLOYEE. Other executives at K12 may also report directly to EMPLOYEE, as determined by EMPLOYEE or by the Board from time to time. (b) EMPLOYEE’s employment with K12 shall be employed in full-time and exclusive. During the position set forth in Exhibit A and shallTerm, unless prevented by incapacityexcepting only those personal services EMPLOYEE performs as a member of the Board, EMPLOYEE shall devote substantially all the whole of his EMPLOYEE’s business time, attention attention, skill, and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance fulfillment of such EMPLOYEE’s duties hereunder. EMPLOYEE acknowledges and the exercise of such powers as agrees that EMPLOYEE may be assigned required, without additional compensation, to perform services for any Affiliates, and to accept such office or vested in him by position with any Affiliate as the Board of Directors of the Company (the "Board")may require, the President including, but not limited to, service as an officer or director thereof, provided however, that such services, and such office or position, shall be consistent with EMPLOYEE’s position as Chief Executive Officer of the Company K12. So long as EMPLOYEE serves as an employee of K12 covered by this Agreement, EMPLOYEE shall comply with all applicable policies of K12 and any other senior executive officer all policies of the Company, all such duties to be Affiliates that are consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereundertherewith. (c) Notwithstanding During the foregoing provisionsterm of employment, it shall not be a violation of Section 2.3(a) or 2.3(b) of this Agreement for EMPLOYEE to, in all cases subject to Articles 5 and 6 hereof, (i) serve on the Executive shall be entitled to boards of directors of Xxxxxx Xxxxxxxxxxx, RLJ Lodging Trust, and/or Mutual of America Capital Management Corporation; (ii) serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031as an officer or director of a cooperative housing, or civic or charitable organization or committee; (iii) deliver lectures, fulfill speaking engagements, or teach at university level or equivalent educational institutions; or (iv) manage personal passive investments, so long as such other location in activities (individually or collectively) do not conflict or materially interfere with the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessperformance of EMPLOYEE’s duties hereunder.

Duties. (a) During the term of this Agreement, the Executive shall be employed perform such reasonable duties and functions as the President of the Company may lawfully assign to him, such duties being commensurate with the duties customarily performed by vice president—chief financial officers of companies, and Executive shall comply in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge performance of his duties hereunder and to with the faithful and diligent performance policies of such duties and the exercise of such powers as may be assigned to or vested in him by Chief Executive Officer, the Board of Directors of the Company (the "“Company Board")”) and the GP Board, and be subject to the direction of the Chief Executive Officer, President, the President Company Board and the GP Board. Executive shall also serve, without additional compensation, as Vice President—Chief Executive Financial Officer of the Company General Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any other senior executive officer member of the CompanyUS Shipping Group without additional compensation and, all in the performance of such duties to be consistent with his position. The duties, Executive shall obey comply with the lawful directions policies of the Board, the Company's President and Chief Executive Officer and any other senior executive officer board of the Company and the Executive shall use his diligent efforts to promote the interests directors or board of the Company and to maintain and promote the reputation thereofmanagers of each such entity. (b) The During the Employment Term, Executive shall not during devote all of his term business time and attention, reasonable vacation time and absences for sickness excepted, to the business of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not impair the ability unreasonably interfere with Executive’s performance of the Executive to discharge fully and faithfully his duties hereunderhereunder and do not violate Section 9 hereof. (c) Notwithstanding the foregoing provisions, the Executive Nothing contained in this Section 6 or elsewhere in this Agreement shall be entitled construed to serve prevent Executive from investing or trading in various leadership capacities in civicnon-competing investments as he sees fit for his own account, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companyincluding real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreementyour employment hereunder, including any renewal thereof, you agree to serve as the Executive shall be employed Vice President, Technology or in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the exercise President of the Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President of the Company. You also agree to perform such powers other services and duties consistent with the office or offices in which you are serving and its responsibilities as may from time to time be assigned to or vested in him prescribed by the Board of Directors Directors, and you also agree to serve, if elected, as an officer and/or director of the Company (the "Board"), the President and Chief Executive Officer and/or any of the Company Company's other direct or indirect subsidiaries without additional compensation, in all cases in conformity to the by-laws of each such corporation. Unless you otherwise agree, you shall not be required to relocate your place of business to a location that would increase your commuting distance by greater than 25 miles (b) You shall devote your full employment energies, interest, abilities, time and any other senior executive officer attention during normal business hours (excluding the vacation periods provided in Section 4(b) below) exclusively to the business and affairs of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Boardits parent corporation and subsidiaries, the Company's President if any, and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company engage in any activity that conflicts or interferes with the consent in writing performance of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding You agree to cooperate with the foregoing provisionsCompany, including taking such reasonable medical examinations as may be necessary, in the Executive event the Company shall desire or be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is required (such as pursuant to the Companyterms of any bank loan or any other agreement) to obtain life insurance insuring your life. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineYou shall, except for reasonably required travel on as otherwise provided herein, be subject to the Company's businessrules, practices and policies applicable to the Company's senior executive employees. Without limiting the generality of the foregoing, you shall, with respect to the Company and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of the Company.

Duties. (a) During the term In his capacity as President and Chief Executive Officer of this AgreementCompany, the Executive Employee shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his perform such reasonable executive duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer a public company of the size and scope of Company would normally perform or as otherwise specified in the Bylaws of Company, and such other reasonable executive duties as the Board of Directors of Company (the “Board”) may from time to time reasonably prescribe with the concurrence of Employee. Employee shall report directly and solely to the Chairman of the Board and collectively to the Board. It is the intention of the parties hereto that Employee shall continue to serve on the Board during the Employment Term (as defined in Section 3 below). Except as otherwise provided herein, except as may otherwise be approved by the Board, and except during vacation periods and reasonable periods due to sickness, personal injury or other disability, Employee agrees to devote substantially all such of his available time to the performance of his duties to be consistent Company hereunder, provided that nothing contained herein shall preclude Employee from (i) serving on the board of directors of, or as an advisor to, any business or corporation on which he is serving on the date hereof or, with his position. The Executive shall obey the lawful directions consent of the Board, serving on the Company's President and Chief Executive Officer and any other senior executive officer board of the Company and the Executive shall use his diligent efforts to promote the interests directors of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activityor corporation, except through: (ii) serving on the board of, or working for, any charitable or community organization, and (iii) pursuing his personal financial and legal affairs, so long as such activities do not materially interfere with the performance of Employee’s duties hereunder. Notwithstanding clause (i) continued ownership in the previous sentence, (A) the Board reserves the right to review and management approve continuation in any existing or other board or advisory services at any time during the Employment Term, and (B) Employee shall immediately notify the Board in the event that any of the Executive’s current business interests, which are activities set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete the immediately previous sentence materially interfere with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his Employee’s duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementBAIGlobal hereby employs, the engages, and hires Executive shall be employed in the position capacity set forth in Exhibit A Section 1 hereof, and shallExecutive hereby accepts and agrees to such hiring, unless prevented by incapacityengagement and employment, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge of his duties hereunder general supervision of, and pursuant to the faithful orders, advice and diligent performance direction of, BAIGlobal's Board of Directors. Executive shall perform such duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by BAIGlobal, and the exercise of shall also additionally render such powers other and unrelated services and duties consistent with her executive officer status in Section 1 hereof as may be assigned to or vested in him her from time to time by the Board of Directors of BAIGlobal, subject to the Company provisions of Section 2(e)(v) of the Stock Purchase Agreement (as defined in Section 4(b) hereof). Executive shall devote all of her working time and efforts to the "Board"business and affairs of BAIGlobal, provided that nothing herein shall prohibit Executive from (a) engaging in personal investment activities (subject to the restrictions set forth in Section 10(a) hereof), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The serving as an executor, trustee or in another fiduciary capacity, or (c) engaging in religious, charitable or other community or non-profit activities, in each case, so long as such permitted activities do not interfere with the performance of Executive's duties and responsibilities under this Agreement. During the Term of Employment, Executive shall also serve as a director of BAIGlobal and as a member of an executive committee of senior officers of Market Facts, Inc. ("MFI"). Executive shall perform such services wherever the Board of Directors of BAIGlobal shall in good faith direct; however, Executive shall not during his term of employment (except be required to remove her permanent residency from the Tarrytown, New York area or be absent from such area for such extended periods as a representative of the Company or with the consent to make her continued residence in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of such area not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderpracticable. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Company hereby appoints Executive, and Executive shall serve, as the term President and Chief Business Officer of this Agreementthe Company and shall report to the Chief Executive Officer of the Company. The Executive shall have such duties and responsibilities as are consistent with Executive’s position with the Company. In addition, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially perform all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such other duties and the exercise of accept all other responsibilities incident to such powers position as may be reasonably assigned to Executive by the Chief Executive Officer or vested in him by the Board of Directors of the Company (the "“Board"”). For the first 6 months that this Agreement is in effect, the President and Chief Executive Officer shall work on a part time basis at a maximum of 25 hours per week for the Company and any other senior executive officer receive 50% of the Companystipulated monthly salary. Additionally, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts agree that the Executive may hold board seat(s) and perform consulting services to promote the interests of the Company individuals, businesses and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interestsentities, which are set forth on Exhibit B, which is attached hereto unrelated to and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete directly competing with the Company, provided it does not impair while this Agreement is in effect. After the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsfirst 6 months that this Agreement is in effect, the Executive shall be entitled work full time for the company with full monthly payments. Additionally, the Company and the Executive agree that the Executive may continue hold board seat(s) and perform consulting services to serve individuals, businesses and entities, which are unrelated to and not directly competing with the Company, at any time, while this Agreement is in various leadership capacities effect. During the Term, and except as otherwise provided for in civicthis Agreement, charitable Executive shall devote all of Executive’s business time and professional organizations. The Executive recognizes that his primary and paramount responsibility is energies to the business and affairs of Company. . Notwithstanding the foregoing, nothing herein shall preclude Executive from (di) The Executive performing services for such other companies as Company may designate or permit; (ii) engaging in charitable activities and community affairs; and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxlimited by Executive so as not to materially interfere, Xxxx Valley, Maryland 21031, individually or such other location in the greater Baltimore area as aggregate, with the Board may determine, except for reasonably required travel on the Company's businessperformance of Executive’s duties and responsibilities hereunder.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed continue to have all responsibilities commensurate with the positions of President and CEO in a company the position set forth in Exhibit A size and shall, unless prevented by incapacity, devote substantially all nature of his business time, attention the Company and ability during normal corporate office business hours shall report directly to the discharge of his duties hereunder and to the faithful and diligent performance of Board. The Executive shall perform such duties and the exercise of such powers in relation to the business of the Company, or of any Group Company (as defined below), as may from time to time be assigned to or vested in him by the Board of Directors of consistent with his positions and shall give to the Company (Board such information regarding the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer affairs of the Company, and of any Group Company, as it shall require and at all such duties times in all respects conform to be consistent and comply with his positionthe reasonable directions and regulations made by the Board. The Executive shall obey perform such services for any Group Company, including but not limited to Montpelier Reinsurance Ltd. (without further remuneration except as otherwise agreed), and shall accept such offices in any such Group Company as the lawful directions of the Board, Board may require consistent with his positions and responsibilities with the Company's President . The Executive shall well and Chief Executive Officer and any other senior executive officer of faithfully serve the Company and the Executive Group Companies, and shall use his diligent efforts best endeavors to promote promote, develop and extend their businesses and interests, giving at all times the interests full benefit of his knowledge, expertise, technical skill and ingenuity. All other senior officers and executives of the Company and, as applicable, any Group Company, shall, directly or indirectly, report to the Executive. For purposes of this Agreement, “Group Company” shall mean and include any company which is from time to maintain and promote time a holding company (as defined by Section 86 of the reputation thereofCompanies Xxx 0000 (the “Companies Act”), but irrespective of whether it is a Bermuda company or an overseas company) of the Company, a subsidiary company (as so defined) of the Company, a subsidiary company (as so defined) of a holding company (as so defined) of the Company or in which the Company owns at least 50% of the issued share capital. (b) The Executive shall not during agrees that he will devote substantially all of his term of employment (except as a representative business time and attention to the affairs of the Company or with and the consent in writing of the Board) be Group Companies and that he will not engage, directly or indirectly engaged or concerned or interested indirectly, in any other business activity, except through: or occupation during the Term. The Executive may (i) continued ownership serve on corporate, civic or charitable boards or committees and management of the Executive’s current business interestsotherwise engage in charitable and civic activities, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership engage in personal investment activities on behalf of an interest of not more than 2% in any entity that does not compete with the Companyhimself or his family, provided it does not impair that the ability Executive continues to devote substantially all of his business time and attention to the affairs of the Executive to discharge fully Company and faithfully his duties hereunderthe Group Companies. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company[Reserved]. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive shall perform such duties and functions consistent with the position of Executive Vice President, Chief Operating Officer and Chief Financial Officer and/or as the Board of Directors shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. (b) During the term Term of this AgreementEmployment, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business timetime and attention, attention vacation time and ability during normal corporate office business hours absences for sickness excepted, to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall do not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderviolate paragraph 10 hereof. (c) Notwithstanding the foregoing provisions, The principal location at which the Executive shall perform his duties hereunder shall be entitled at the Company’s offices in Canton, Massachusetts or at such other location as may be temporarily designated from time to serve in various leadership capacities in civictime by the Board of Directors. Notwithstanding the foregoing, charitable Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive Nothing in this paragraph 6 or elsewhere in this Agreement shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxconstrued to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, Xxxx Valleyincluding real estate, Maryland 21031stocks, bonds, securities, commodities or other forms of investments, provided such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessactivities do not unreasonably interfere with Executive’s performance of his duties hereunder.

Duties. (a) During the term Employment Term, the Executive shall serve as Chief Financial Officer of the Company. In such capacity, the Executive shall perform such senior executive duties, services and responsibilities on behalf of the Company Group (as defined below) consistent with such position as may be reasonably assigned to the Executive from time to time by the Chief Executive Officer or President of the Company. In performing such duties hereunder, the Executive will report directly to Chief Executive Officer or President of the Company. For purposes of this Agreement, “Company Group” shall mean, individually and collectively, iPayment Investors, L.P. (“iPayment Investors”) and its subsidiaries, including but not limited to the Company. During the Employment Term, except as provided in the next following sentence, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, time and attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties duties, services and responsibilities, and shall use his commercially reasonable efforts to promote the interests of the Company Group, and the exercise Executive shall not engage in any other business activity without the approval of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"”), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionspreceding sentence, the Executive shall be entitled permitted to (i) serve in various leadership capacities in on the board of or provide other services to charitable, civic, charitable educational, professional, community or other not-for-profit organizations, (ii) manage his personal and professional organizationsfamily investments, including, but not limited to, the activities of Adaero Holdings LLC and any successor entity and (iii) engage in such other activities as are permitted by the Board from time to time, in the case of each of (i), (ii) and (iii), so long as such activities neither (x) significantly interfere with the performance of his duties hereunder nor (y) violate Section 7 hereof. During the Employment Term, the Company shall maintain executive offices for the Executive in the New York City metropolitan area, and the Executive shall not be required to relocate from the New York City metropolitan area to any other location. The Executive recognizes that shall perform his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location services hereunder in the greater Baltimore area as the Board may determineNew York City metropolitan area, except for reasonably required business travel on related to business and activities of the Company's businessCompany Group.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed by the Company as Senior Advisor, which title may be changed by the Company at any time in the position set forth in Exhibit A and shallits sole discretion, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours reporting directly to the discharge Chief Executive Officer of Xxxxxxx Xxxxxxx Inc. (the “CEO”) or the CEO’s designee. In such capacity, the Executive shall faithfully perform for the Company the duties of said office. Such duties shall primarily include strategic planning, facilitating client, investor, analyst and other key relationships, participation in earnings/conference calls for Xxxxxxx Xxxxxxx Inc. (the “REIT”), and attending critical industry association conferences as requested and mutually agreed by the Company and the Executive. The Executive shall devote appropriate business time and effort to the performance of his duties hereunder hereunder. The Company acknowledges and to the faithful and diligent performance of such duties agrees that Executive’s service shall be on a limited basis and the exercise Company agrees not to make unreasonable demands on Executive’s time. In addition, the Executive shall continue his current term (as of such powers the Effective Date) as may be assigned to or vested in him by a member of the Board of Directors of the Company REIT (the "“Board"”), and may be nominated for additional terms in the President and Chief ordinary course. Notwithstanding the foregoing, in the event the Executive Officer becomes employed by, or otherwise renders services to, any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in competition with the “Principal Business” of the Company or its affiliates, during the Term, (i) this Agreement will become null and any other senior executive officer of void and (ii) the Company, all such duties Executive will automatically cease to be consistent with his position. The Executive shall obey the lawful directions a member of the Board, the Company's President and Chief Executive Officer and any other senior executive officer each as of the Company date such Board determination is made. For purposes of this Agreement, Principal Business is defined to be the ownership, operation, development, redevelopment, acquisition and management of medical office buildings and other healthcare related facilities, and the design, construction, development, operation, acquisition, management or consulting for healthcare facilities. Notwithstanding the foregoing, nothing in this Agreement prohibits Executive shall use his diligent efforts to promote from being employed by, or otherwise rendering services to, any person, corporation, partnership or other entity which is not engaged in the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative Principal Business of the Company or with the consent in writing any of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderits affiliates. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Employment Term, the Executive shall serve as the Executive Chairman of the Company. The Executive shall be the senior-most executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in that position in a corporation of the size and nature of the Company; provided, however, that it is acknowledged and agreed that the employees of the Company (other than Xxxxxx Xxxxxxx) report to the President and Chief Operating Officer. In his capacity as Executive Chairman, the Executive shall use his best energies and abilities in the performance of his duties, services and responsibilities for the Company. In performing such duties, services and responsibilities, the Executive will report directly to the Board. (b) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the businesses of the Company and its subsidiaries and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary profit, unless approved by the Board; provided, however, that, to the extent such activities do not violate, or substantially interfere with his performance of his duties, services and responsibilities under, this Agreement, the Executive shall be employed in the position set forth in Exhibit A permitted to manage his personal, financial and shall, unless prevented by incapacity, devote substantially all of his business time, attention legal affairs and ability during normal corporate office business hours to the discharge of his duties hereunder serve on civic or charitable boards and to the faithful and diligent performance committees of such duties boards. The parties understand and agree that the exercise Executive may continue to serve on corporate, civic and charitable boards on which he sits as of the date of this Agreement (including as a director of Six Flags, Inc., a trustee of Asarco/Than Trust, a member of Counsel Financial II LLC, the Chairman of CAK Entertainment, Inc., a stockholder and director of SFNY, Inc, and a trustee of the United States Gypsum Asbestos Personal Injury Settlement Trust) (such powers activities, together, and as may be assigned amended pursuant to or vested in him by this paragraph, the Board of Directors “Non-Company Activities”). Executive shall not permit the Non-Company Activities to interfere with the Executive’s performance on behalf of the Company under this Agreement, and Executive agrees that, subject to the first sentence of this paragraph, he shall only accept new or additional responsibilities related to businesses other than the Company’s (such new or additional responsibilities constituting Non-Company Activities) to the "Board")extent Executive gives up a Non-Company Activity requiring a commensurate amount of time and effort. During the Employment Term, the President and Chief Executive Officer Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for customary business travel on behalf of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President its subsidiaries and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderaffiliates. (c) Notwithstanding Upon any termination of the foregoing provisionsExecutive’s employment with the Company, the Executive shall be entitled deemed to serve in various leadership capacities in civichave resigned from all other positions he then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, charitable unless otherwise agreed by the Company and professional organizationsthe Executive. The Executive recognizes that his primary and paramount responsibility is to Any such termination shall constitute a “separation of service” with the CompanyCompany for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position position(s) set forth in Exhibit EXHIBIT A and shall, unless prevented by incapacity, devote substantially all as much of his business time, attention and ability during normal corporate office business hours as may be reasonably required to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Company acknowledges that the Executive has other interests and other business commitments which may require his attention and that fulfilling those commitments shall not be inconsistent with the requirements of his commitments under this Agreement. The Executive shall obey the lawful and reasonable directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% five percent (5%) in any entity that does not directly compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder, (ii) for activities, if any, set forth in EXHIBIT A, or (iii) as stated above. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore geographic area as the Board may determineset forth on EXHIBIT A, except for reasonably required travel on the Company's business.

Duties. (a) A. During the term of this Agreement, the Executive Employee shall be employed in serve as the position set forth in Exhibit A Senior Vice President and shall, unless prevented by incapacity, devote substantially all Chief Administrative Officer of his business time, attention and ability during normal corporate office business hours the Company. The Employee shall report directly to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company Company. He or she shall have such powers and any other senior executive officer of the Company, all shall perform such duties as are incident and customary to be consistent with his positionor her office. The Executive shall obey During the lawful directions term of the Boardthis Agreement, the Company's President and Chief Executive Officer and Employee shall serve in any other senior executive officer additional offices or positions of the Company which are pertinent and the Executive shall use customary to his diligent efforts to promote the interests of the Company or her office, and to maintain and promote the reputation thereof. (b) The Executive shall not during his term which he or she may be elected or appointed by appropriate action of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. B. The Employee shall devote his or her full time, attention, skill, and energy to the performance of his or her duties under this Agreement, and shall comply with all reasonable professional requests of the Company; provided, however, that the Employee will be permitted to engage in and manage personal investments (dsubject to the terms of Section 11 below) and to participate in community and charitable affairs, so long as such activities do not interfere with his or her duties under this Agreement. The Executive Employee shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location headquartered in the greater Baltimore area Company office currently located at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, Virginia 22102-4213. C. The Company agrees to maintain Employee's status as a Senior Vice President as long as the Board may determine, except for reasonably required travel on Employee's obligations under this Agreement are fulfilled and subject to the continued approval by the Company's businessBoard of Directors. D. The Company shall not, during the Term of this Agreement, demote the Employee or reduce his or her responsibilities as set forth in this Section 6, or otherwise reduce his or her stature in the Company except as authorized under this Agreement. E. Employee shall conduct all assigned duties in compliance with the Alion Science and Technology Corporation Code of Ethics, Conduct, and Responsibility and all other Company policies and procedures then in effect, and shall acknowledge and execute all documents necessary to comply and/or evidence compliance with such codes, policies and procedures. F. The Company shall maintain in force, at all times during the term of this Agreement, Directors and Officers Liability insurance that covers Employee against all legal liabilities that may arise and are incurred in the good faith performance of duties as a member of the Company's management.

Duties. (a) During the term of your employment under this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, you agree to devote substantially all of his your entire business time, attention and ability during normal corporate office business hours energies to the discharge business of his duties hereunder Viacom, except for vacations, illness or incapacity. However, nothing in this Agreement shall preclude you from serving as a member of the Board of Directors of any charitable, educational, religious or entertainment industry trade, public interest or public service organization, in each instance not inconsistent with the business practices and policies of Viacom, or from devoting reasonable periods of time to the faithful and diligent activities of the aforementioned organizations or from managing your personal investments; provided, that such activities do not materially interfere with the performance of such your duties and responsibilities hereunder. You will be Co-President and Co-Chief Operating Officer of Viacom, reporting directly and solely to the exercise Chairman and Chief Executive Officer of Viacom (the “Chairman, CEO”), and you agree to perform such powers duties, and such other duties reasonable and consistent with such offices as may be assigned to or vested in him you from time to time by the Board of Directors Chairman, CEO. You will manage the operations of the Company (the "Board"), the President and Chief Executive Officer following business units of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except throughViacom: (i) continued ownership MTV Networks, Paramount Motion Picture Group, Paramount Parks, Showtime, BET, Simon & Xxxxxxxx and management such other business units as may be added from time to time, and (ii) any business units managed by you as of the Executive’s current commencement of the Employment Term regardless of whether those units are listed in (i). You acknowledge that Xxxxxx Xxxxxxx will be your Co-President and Co-Chief Operating Officer (the “Other Co-Chief Operating Officer”) and will manage the operations of the following business interestsunits of Viacom: (x) CBS, UPN, Paramount Television (including Spelling Productions Inc.), CBS Enterprises, Infinity Radio, Viacom Outdoor and such other Xxxxxx X. Xxxxxxx July 1, 2004 business units as may be added from time to time, and (y) any business units managed by him as of the commencement of the Employment Term regardless of whether those units are listed in (x). You will have the authority, functions, duties, powers and responsibilities normally associated with your position, including, without limitation, (i) all of the powers, rights and functions with respect to supervising, coordinating and managing the business, operations and activities of the business units for which you are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinresponsible; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability decisions on hiring and firing of the personnel of such business units; subject, in each case, to the approval of the Chief Executive Officer of Viacom, as appropriate, and subject to discharge fully required approvals and faithfully his duties hereunder. policies of the Board of Directors or the Compensation Committee of Viacom. You acknowledge that the Viacom officers in charge of the Viacom corporate functions will report to the Chairman, CEO and will, in the ordinary course of their duties, liaise with respect to such corporate functions with you and the managers of the business units for which you are responsible. You shall render your services under this Agreement from Viacom’s offices in the New York metropolitan area (c) Notwithstanding except for services rendered during business trips as may be reasonably necessary), and you shall not be required to relocate outside of the foregoing provisionsNew York metropolitan area. On the date on which the executive serving as the Chairman, CEO on the Executive shall be entitled date of this Agreement resigns from the position of CEO (or ceases to serve in various leadership capacities such position for any reason) but in civicany event no later than December 31, charitable and professional organizations. The 2007: (i) you will be appointed the Chief Executive recognizes that his primary and paramount responsibility is to Officer of Viacom or the Company. Co-Chief Executive Officer of Viacom (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in with the greater Baltimore area Other Co-Chief Operating Officer appointed as the Board may determine, except for reasonably required travel on other Co-Chief Executive Officer of Viacom); or (ii) you will be appointed as the Company's businesssole President and Chief Operating Officer of Viacom (with the Other Co-Chief Operating Officer appointed as the Chief Executive Officer of Viacom).

Duties. (a) During the term of this Agreement, Barry shall serve as the Executive shall be employed in Chief Operating Officer and Chief Financiax Xxxicer of the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Company reporting directly to the discharge Chief Executive Officer of his duties hereunder the Company, and to the faithful he shall perform such duties, and diligent performance of have such powers, authority, functions, duties and responsibilities for the exercise of such powers Company as may be are reasonably assigned to or vested in him by the Chief Executive Officer and the Board of Directors of the Company (the "Board")) and as are consistent with the duties, the President responsibilities, and Chief Executive Officer activities of the Company and any other a senior executive officer of the Company. To the extent that the Company becomes a division or subsidiary of another entity, all Barry shall report directly to, and have such powers, authority, fuxxxxxns, duties and responsibilities as are reasonably assigned to be consistent with his position. The Executive shall obey the lawful directions of the Boardhim by, the Company's President and Chief Executive Officer and any other of the division or subsidiary that currently comprises the Company or to a senior executive officer of such other entity. It is understood that the duties of Barry, should the Company become a division or subsidiary of anothex xxxity, shall be generally consistent with his duties prior to such event, but shall take into account the changes associated with running a division or subsidiary, rather than an entire entity. The principal location of Barry's employment shall be at the Company's principal office which shall be located in the New York City vicinity (i.e. within a twenty (20) mile radius of Manhattan), although Barry understands and agrees that he will be required to travel frox xxxe to time for business reasons. Barry shall devote substantially all of his business time to the Executive shall use pexxxxxance of his diligent efforts to promote duties as the interests Chief Operating Officer and Chief Financial Officer of the Company and to maintain and promote during the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative this Agreement. Barry shall not, directly or indirectly, render professional servicxx xx any other person or entity, without the consent of the Company Company's Board of Directors; provided, however, that nothing contained herein shall prevent Barry from rendering any service to any charitable organization or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other xxxxxy business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided so long as it does not impair the ability of the Executive to discharge fully and faithfully interfere unreasonably with his duties and obligations hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Period, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his Executive’s full business time, attention energies and ability during normal corporate office business hours talents to serving as the discharge Employer’s President, Chief Operating Officer and Chief Financial Officer, at the direction of his duties hereunder and to the faithful and diligent performance of Employer’s Chief Executive Officer (“Chief Executive Officer”). Executive shall have such duties and the exercise of such powers responsibilities as may be assigned to or vested in him Executive from time to time by the Board of Directors Chief Executive Officer, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Company (the "Board"), the President and Chief Executive Officer Officer, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionExecutive hereunder. The Executive shall obey perform the lawful directions of duties required by this Agreement primarily at the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the ExecutiveEmployer’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031Illinois headquarters, or such other location agreed to by the Parties, unless the nature of such duties requires otherwise. Notwithstanding the foregoing provisions of this Section 3, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature (including professional associations) to the extent such activities do not, in the greater Baltimore area as reasonable judgment of the Board may determineChief Executive Officer, except for reasonably required travel inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or an Affiliate; provided, however, that Executive shall not serve on the Company's businessboard of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Chief Executive Officer.

Duties. (a) During the term of this Agreement, Seiff shall serve as the Chief Executive shall be employed in Officer and Chairman of thx Xxxrd of Directors of the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Company reporting directly to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), and he shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the President Company as are reasonably assigned to him by the the Board and Chief Executive Officer as are consistent with the duties, responsibilities, and activities of the Company and any other most senior executive officer of the Company. To the extent that the Company becomes a division or subsidiary of another entity, all Seiff shall report directly to, and have such powers, authority, fuxxxxxns, duties and responsibilities as are reasonably assigned to be consistent with his positionhim by, the Chief Executive Officer, President or comparable officer of the parent company or the company, as the case may be. The Executive principal location of Seiff's employment shall obey the lawful directions of the Board, be at the Company's President principal office which xxxxx be located in the New York City vicinity (i.e. within a 20 mile radius of Manhattan), although Seiff understands and agrees that he will be required to travel frox xxxe to time for business reasons. Seiff shall devote substantially all of his business time to the pexxxxxance of his duties as the Chief Executive Officer and any other senior executive officer Chairman of the Board of Directors of the Company and during the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company this Agreement. Seiff shall not, directly or with indirectly, render professional servicxx xx any other person or entity, without the consent in writing of the Board) be directly ; provided, however, that nothing contained herein shall prevent Seiff from rendering any service to any charitable organization or indirectly engaged or concerned or interested in any other xxxxxy business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided so long as it does not impair the ability of the Executive to discharge fully and faithfully interfere unreasonably with his duties and obligations hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) a. During the term Employment Period, Employee shall devote his attention and energies to the business of the Company and its parent and subsidiary companies (its "affiliates") on a full-time basis, and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this Agreementshall not be construed as preventing Employee from investing his assets in such manner as will not require him to expend any material time or effort in regard thereto or to perform any services in connection therewith. b. At all times during the Employment Period, the Executive shall be employed and thereafter if Employee continues in the position set forth employ of the Company or any of its affiliates, Employee shall serve the Company and its affiliates faithfully, diligently and in Exhibit A and shallgood faith. c. During the Employment Period, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of Employee shall perform such duties and the exercise of such powers services as may be assigned to or vested in required of him by the Company and its affiliates, under and subject to the instructions, directions and control of the Board of Directors of the Company and its President (the "BoardPresident"), the to whom he shall report. Employee shall serve as Vice President and Chief Executive Officer of the Company and any other senior executive officer - Manufacturing of the Company. Employee's primary responsibility shall be to perform those duties reasonably required of, all and related to, his position and such other duties as may be assigned to be consistent Employee from time to time which are not inconsistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior those customarily assigned to responsible executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofemployees. (b) The Executive shall not d. At all times during his term of employment (except as a representative the Employment Period, and thereafter if Employee continues in the employ of the Company or with any of its affiliates, Employee shall adhere to all rules and regulations that have been or that hereafter may be established by the consent in writing Company and its affiliates for the conduct of their employees. e. Employee recognizes that he shall be available to travel as the needs of the Board) be directly business require. f. Employee represents that he is under no contractual or indirectly engaged other restriction or concerned obligation which is inconsistent or interested in any other business activity, except through: (i) continued ownership and management conflict with his obligations under this Agreement or the rights of the Executive’s current business interestsCompany under this Agreement. Employee further represents that he is in good health, which are set forth on Exhibit Bwith no chronic or recurring illness, which and is attached hereto and incorporated insurable at normal rates. If requested by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair Employee shall cooperate in applying for and obtaining, at the ability Company's expense, key-man insurance for the benefit of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed in by the position set forth in Exhibit A Company as the Company's Executive Vice President and shallChief Financial Officer and, unless prevented by incapacityas such, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder Executive shall faithfully and to the faithful and diligent performance best of his ability perform for the Company the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and the exercise of such powers as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (the "“Board"”), the President and Chief Executive Officer as an officer, manager, agent, director or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive's position; provided, however, that Executive's service in such positions with any Subsidiary that is not majority owned by the Company shall be subject to the mutual agreement of Executive and the Company. Executive shall report to the Chief Executive Officer. Executive shall devote his business time and effort exclusively to the performance of his duties hereunder and shall not be employed by, or provide business services to, any other senior executive officer person or entity. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (a) engaging in personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or its affiliates; (b) continuing to serve in directorships that Executive serves in at the time of the Company, all such duties Effective Date and that have been disclosed to be consistent with his position. The Executive shall obey the lawful directions Company prior to the Effective Date; (c) subject to prior approval of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of accepting directorships unrelated to the Company and the Executive shall use his diligent efforts that do not give rise to promote the any conflict of interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of with the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinits affiliates; and (iid) ownership of an interest of not more than 2% engaging in any entity that does not compete with the Companycharitable and civic activities, provided it does not impair the ability of the Executive to discharge fully so long as such activities and faithfully his duties hereunder. outside interests described in clauses (a), (b), (c) Notwithstanding and (d) hereof do not interfere, in any material respect, with the foregoing provisions, the performance of Executive's duties hereunder. Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that perform his primary and paramount responsibility is to duties at the principal office of the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive will have full operational and decision making control of FPC, as a wholly-owned subsidiary of the Company, and shall have such operational duties, authority and responsibilities commensurate with running a wholly-owned subsidiary of the Company, including, but not limited to, management of the operations, personnel, profit and loss and budget of FPC. Further, in his capacity as Executive Vice President-Operations of CIRM, Executive shall have responsibility for all debt-collection operations of CIRM, subject to the direction of Bruce Gray, CIRM's President and CEO. (b) The Cxxxxxx xxxees that all current department and management level employees of FPC shall report directly to Executive. FPC and FPC's employees shall work directly with the Company's corporate personnel staff on issues pertaining to public company-wide compliance, as well as on mutually agreed-upon goals. (c) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the Chief Executive Officer of the Company, and the President and CEO of CIRM such duties to be consistent with his positions. The Executive shall obey the lawful and reasonable directions of the Board, the Chief Executive Officer of the Company and any other senior executive officer the CEO of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President CIRM and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (bd) The Executive shall not not, during his term of employment (except as a representative of the Company or with the prior written consent in writing of the Board) Chief Executive Officer), be directly or indirectly engaged or concerned or interested in any other business or commercial activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% five percent (5%) in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (ce) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsorganizations or managing the Executive's personal and family passive investments; provided in each case, and in the aggregate, that such activities do not materially conflict or interfere with the performance of the Executive's duties hereunder. The Executive recognizes that his primary and paramount responsibility is to the Company. (df) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineBuffalo, New York area, except for reasonably required travel on the Company's business.

Duties. (a) Executive shall perform such duties and functions consistent with his position as President, and as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. If requested, Executive shall serve as a director of the Company without further compensation. (b) At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate. (c) During the term of this AgreementTerm, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, professional time and attention (vacation time and ability during normal corporate office business hours absences for sickness excepted) to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other professional activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and to do not violate Section 10 hereof. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Canton, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company. Notwithstanding the "Board")foregoing, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey perform such services temporarily at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During REPRESENTATION ---------------------- You shall serve as President and Chief Executive Officer of the term of this Agreement, Company and shall serve the Executive shall be employed Company and its affiliates in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers other executive capacities as may be assigned specified from time to or vested in him time by the Board of Directors of the Company (the "Board"), including serving as a director (and as a ----- member of board committees) of the Company and one or more of its affiliates. You shall have such duties as may be assigned to you from time to time by the Board, including with respect to affiliates of the Company, and in the performance of your duties you shall comply with the policies of and be subject to the direction of the Board and the board of directors of any affiliate of the Company with respect to which you perform any such duties. The foregoing duties shall be performed without any compensation being payable beyond that provided for herein. During your employment by the Company, you shall devote your entire professional time, energy and skill to the performance of your duties hereunder and to the business of the Company and its affiliates (except for reasonable time spent for trade, civic and charitable activities or for service on other boards of directors, subject to the consent of the Board, which shall not be unreasonably withheld) and you shall not be actively engaged in any duties or pursuits which are or could reasonably be expected to be substantially detrimental to the interests or reputation of the Company. Upon termination of employment you shall be deemed to have resigned from all offices and directorships. You represent and warrant to the Company that you are free to be employed by the Company upon the terms contained herein and that you are not bound by any employment agreement, restrictive covenant, confidentiality or proprietary information or other agreement that would prohibit or inhibit in any way the full and complete performance by you of your duties hereunder or as President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Executive is employed by the term Company to serve as the Senior Vice President and Chief Marketing Officer of this AgreementH&R Block, Inc., a Missouri corporation ("Block") and the Executive shall be employed in indirect parent corporation of the position set forth in Exhibit A and shallCompany, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge authority and direction of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of Block and the Company (the "Board"), the President and Chief Executive Officer of Block. Subject to the Company foregoing, Executive will have such authority and any other senior executive officer responsibility and duties as are normally associated with the position of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's Senior Vice President and Chief Marketing Officer. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities, in its sole discretion, at any time. Executive Officer will perform such other duties as are assigned to Executive from time to time. (b) So long as Executive is employed under this Agreement, Executive agrees to devote Executive's full business time and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests exclusively on behalf of the Company and to maintain competently and promote diligently discharge Executive's duties hereunder. Executive will not be prohibited from engaging in such personal, charitable, or other nonemployment activities that do not interfere with Executive's full-time employment hereunder and that do not violate the reputation thereof. (b) The other provisions of this Agreement or the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive shall not during his term of employment (except as a representative acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Company or with as are from time to time in effect and applicable to Executive's position. Executive understands that the consent in writing business of the Board) be directly or indirectly engaged or concerned or interested in any other business activityBlock, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability and/or any other direct or indirect subsidiary of the Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionssubmit to background investigation as a condition of Block, the Executive shall be entitled Company, and/or Affiliates' participation in certain activities subject to serve in various leadership capacities in civicsuch regulation. If Executive, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to Block, the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or Affiliates are unable to participate, in whole or in part, in any such other location in the greater Baltimore area activity as the Board may determine, except for reasonably required travel result of any action or inaction on the Companypart of Executive, then this Agreement and Executive's businessemployment hereunder may be terminated by 1 the Company without notice.

Duties. (a) During the term Employment Period, Executive shall serve on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of this AgreementChief Strategy Officer commencing as of the Effective Date and shall have such duties, authorities and responsibilities as are consistent with the customary duties, authorities and responsibilities of such a position for a public company, and as the Chief Executive Officer may designate from time to time while the Executive serves as the Chief Strategy Officer of the Company. While Executive is the Chief Strategy Officer of the Company, Executive will report directly to the Chief Executive Officer. Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his Executive’s business time and attention and Executive’s best efforts (excepting vacation time, attention holidays, sick days and ability during normal corporate office business hours periods of disability) to Executive’s employment and service with the discharge Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of his duties hereunder and a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him approval by the Board in its sole discretion, participating on boards of Directors directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer shareholders of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions serving as a member of the Board, Board during the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofEmployment Period. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Executive Officer and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall be employed in the have duties and authority consistent with Executive's position set forth in Exhibit A as Executive Vice President and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours shall report to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Chief Executive Officer of the Company (the "BoardReporting Relationship"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsis a party or otherwise bound. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.Xxxxxxx Employment Agreement-2001

Duties. (a) During the Employment Term, the Executive shall serve as the President — Media of the Company and as the Company’s Co-CEO. The Executive shall continue to have the Pre-Effective Date Duties and Responsibilities (as defined in Section 7), and shall also have the duties and responsibilities customarily exercised by an individual serving in such a position in a corporation of the size and nature of the Company; provided, however, that Executive’s Post-Effective Date Duties and Responsibilities (as defined in Section 7) shall be those duties and responsibilities as the Company’s Board of Directors (the “Board”), upon notice to Executive, may specify from time to time in its sole and absolute discretion (which specifications may increase, decrease or otherwise alter the scope or nature of such duties and responsibilities). In such capacities, the Executive shall use her best energies and abilities in the performance of her duties, services and responsibilities for the Company as further detailed by the Board. In performing such duties, services and responsibilities, the Executive will report directly to the Chairman of the Board (the “Chairman”) in his role as principal executive officer of the Company or, as the Board may direct, to a committee of the Board or to the full Board. Executive acknowledges and agrees that the Company may determine that (i) the Chairman (or his successor) is, the “principal executive officer” of the Company as such term is defined in any applicable laws, rules and regulations (collectively, “Applicable Law”); or (ii) Executive, alone or jointly with any other officer(s) of the Company, is the “principal executive officer” of the Company as such term is defined in any Applicable Law and/or is the “chief executive officer . . . (or equivalent thereof)” of the Company as such term is defined in any Applicable Law and/or serves in any similar role with respect to which a person may have duties under any Applicable Law. (b) During the Employment Term, the Executive shall devote substantially all of her business time and attention to the businesses of the Company and its subsidiaries and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary profit, unless approved by the Chairman or the Board; provided, however, that, to the extent such activities do not violate, or interfere with her performance of her duties, services and responsibilities under, this Agreement, the Executive shall be employed in the position set forth in Exhibit A permitted to manage her personal, financial and shall, unless prevented by incapacity, devote substantially all of his business time, attention legal affairs and ability during normal corporate office business hours to the discharge of his duties hereunder serve on civic or charitable boards and to the faithful and diligent performance committees of such duties and boards. During the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board")Employment Term, the President and Chief Executive Officer Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for customary business travel on behalf of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President its subsidiaries and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderaffiliates. (c) Notwithstanding Upon any termination of the foregoing provisionsExecutive’s employment with the Company, the Executive shall be entitled deemed to serve in various leadership capacities in civichave resigned from all other positions she then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, charitable unless otherwise agreed by the Company and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the CompanyExecutive. (d) The Company will recommend to the Board that the Executive be appointed to the Board as soon as practicable but in no event later than twelve (12) months following the Effective Date. The Executive acknowledges that appointment to the Board shall be determined by the Board in its sole and absolute discretion and agrees that, provided the Company has made the recommendation set forth in the immediately preceding sentence, any failure by the Board to appoint Executive to the Board shall not be deemed a breach of this Agreement. In no event will the other Co-CEO be appointed to the Board unless Executive is also appointed to the Board. Following the Effective Date, whether or not a Board member, Executive shall be based at current invited to and entitled to attend all meetings of the Board; provided, however, that Executive shall be excluded from such portions of Board meetings as the Company headquarters at 00000 XxXxxxxxx Xxxxdeems appropriate, Xxxx Valley, Maryland 21031including discussions related to her or the other Co-CEO, or such other location in the greater Baltimore area as the Board may determinetheir respective performance, except for reasonably required travel on the Company's businesscompensation or related issues.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed serve the Corporation as its Executive Vice President, Chief Operating Officer, and Chief Technical Officer, or in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers other capacity or capacities as may be assigned to or vested in him determined by the Board of Directors of the Company (Corporation. Subject to the "Board"), the President direction and Chief Executive Officer control of the Company Board of Directors and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsOfficer, the Executive shall perform such duties and responsibilities as are currently prescribed by the Bylaws of the Corporation and which are customarily vested in the offices of Executive Vice President, Chief Operating Officer, and Chief Technical Officer and as directed by the Company's Chief Executive Officer. Executive shall perform such executive, administrative, development, production, marketing and other services and duties for the Corporation, or any subsidiary, affiliate or joint venture of the Corporation, as are incidental to the positions he holds or as he may, from time to time, be entitled requested to serve hold by the Board of Directors of the Corporation. If requested by the Board of Directors of the Corporation, Executive shall also serve, without additional compensation, as an officer or director of any subsidiary, affiliate or joint venture of the Corporation. During the Term, Executive shall be available at all times to discharge his duties under this Agreement; provided, however, that the Corporation agrees that Executive shall be able to act as an independent director of other corporations and engage in various leadership capacities other professional and business endeavors so long as Executive's duties in civic, charitable connection therewith do not (i) unreasonably interfere with Executive's duties under this Agreement or (ii) cause Executive to violate in any manner his obligations under Sections 7 and professional organizations8 of this Agreement. The Executive recognizes that his primary and paramount responsibility is hereby agrees to resign immediately from all offices with each of the Company. Corporation's subsidiaries (dif any) The at such time as the Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxxno longer serves the Corporation as its Executive Vice President, Xxxx Valley, Maryland 21031Chief Operating Officer, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessChief Technical Officer.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Financial Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties Officer and the exercise of such powers as may be assigned to or vested in him by the Board of Directors corporate policies of the Company (as they presently exist, and as such policies may be amended, modified, changed, or adopted during the "Board"), Period of Employment. Executive shall have duties and authority consistent with Executive’s position as Chief Financial Officer and shall report to the President and Chief Executive Officer of the Company and any other senior executive officer of (the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof“Reporting Relationship”). (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive’s duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companya party or otherwise bound. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During a. As a Vice President/Business Development Officer DeWan shall do and perform all acts, services or things necessary or advisable to obtain deposit and loan business for the term Bank including all acts customarily performed by a Business Development Officer of this Agreement, a community bank. DeWan shall perform such other related duties prescribed from time to time by the Executive shall be employed in President of the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to Bank or vested in him by the Board of Directors of Bank as may be consistent therewith. DeWan shall perform these duties faithfully, diligently and to the Company (best of his ability, consistent with the "Board")highest and best standards of the banking industry and in compliance with all applicable laws, rules regulations, the President Bank's Articles of Incorporation and Chief Executive Officer of the Company and any other senior executive officer of the CompanyBy-laws, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote policies established by the interests Bank's Board of the Company and to maintain and promote the reputation thereofDirectors. (b) The Executive x. XxXxx shall devote his entire productive time, ability and attention to the business of Bank during the term of this Agreement. DeWan shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged render any services of a business, commercial or concerned or interested in professional nature to any other business activityperson or organization, except through: (i) continued ownership and management whether for compensation or otherwise, without the prior written consent of the Executive’s current business interestsBoard of Directors of Bank; provided, however, that these provisions shall not restrict DeWan from owning stock or other securities of a competitor which are set forth on Exhibit Brelatively insubstantial to the total outstanding stock of such competitor, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% so long as he in any entity that fact does not compete with have the Company, provided it power to control or direct the management or policies of such competitor and does not impair serve as a director or officer of or consultant for, and is not otherwise associated with, any competitor except as may be consented to by Bank. Nothing contained herein shall preclude substantially passive investments by DeWan during the ability Term which may require nominal amounts of the Executive to discharge fully and faithfully his duties hereundertime, energy or interest. (c) Notwithstanding x. XxXxx hereby represents and agrees that the foregoing provisionsservices to be performed by him under the terms of this Agreement are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the Executive loss of which cannot be reasonably or adequately compensated in damages in an action at law. DeWan therefore expressly agrees that, in addition to any other rights or remedies which Bank may possess, Bank shall be entitled to serve in various leadership capacities in civic, charitable injunctive and professional organizationsother equitable relief to prevent a breach of this Agreement by DeWan. The Executive recognizes that his primary and paramount responsibility is to the CompanyThis Agreement may not be assigned by DeWan. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive shall perform such duties and functions as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of the Board of Directors. Executive shall serve as an officer of the Company without further compensation. At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary or affiliate. (b) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business timetime and attention, attention vacation time and ability during normal corporate office business hours absences for sickness excepted, to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and do not violate Section 9 hereof. (c) Nothing in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Chestnut Hill, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company; provided that if the "Board")principal location of Executive's duties is transferred from Chestnut Hill, Massachusetts, the President and Chief Executive Officer new principal location of Executive's duties shall not be transferred beyond a 00-xxxx xxxxxx xx Xxxxxxxx Xxxx, Xxxxxxxxxxxxx without Executive's consent. Notwithstanding, the Company and any other senior executive officer of the Companyforegoing, all such duties to be consistent with his position. The Executive shall obey perform such services at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at 00000 XxXxxxxxx Xxxx, Xxxx Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.