Common use of Duties Clause in Contracts

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officerare specifically set forth in this Agreement. The Employee shall have all the powers Company acknowledges and agrees to perform all that: (i) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and the Board of Directors of any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and to the provisions several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Articles of Incorporation transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and Bylaws the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company. The Employee shall have general executive charge Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and that the Board several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide acknowledges that the Employee with such accommodations as are suitable Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for may have against the performance several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. The Employee is engaged by Executive, in his capacity as Chief Executive Officer of the Company, 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 its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”). Such duties may include, without limitation, the performance of services for, and to serving on the provisions board of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge directors of, any subsidiary of the Company with without any additional compensation. The Executive shall devote substantially all such powers as may be reasonably incident of the Executive’s business time and effort to such responsibilities; and he shall have such other powers and the performance of the Executive’s duties as designated in accordance hereunder. Provided that the following activities do not interfere with the Company's Bylaws Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may be assigned to him from time to time by perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the Chairman boards of directors of other business organizations that are not engaged in any aspect of the Board and senior housing industry, provided, however, that service on the Board boards of Directors. The Employee directors of other business organizations shall report directly to require the Company's Chairman of the Board and the Board of Directors and any executive committee consent of the Board. The Company agrees to provide acknowledges that the Employee with such accommodations Executive currently serves as are suitable to the character a director of his positions with the Company and adequate for as the performance Chairman of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to Board of the Company's business. This Agreement The Company agrees that the Executive shall not be construed as preventing nominated by the Employee from investing assets in such form or manner as will not require his services in the daily operations Nominating and Corporate Governance Committee of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up Board for re-election to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveat each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) or from participating in charitable if the Executive is unable to perform his duties hereunder due to a disability or other notincapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-for-profit activities time basis prior to such time as long as such activities do the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not materially interfere with notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his work for intention resign from his position of Chief Executive Officer of the Company.

Duties. The Employee is engaged by Executive shall serve the Company as its President and Chief Executive Officer. Unless otherwise consented Officer to serve in such capacity or other capacities consistent therewith as designated by the Employee, the Employee's positions with Board of Directors of the Company shall be as its President and Chief Executive Officer. The Employee shall have all (the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board “Company Board”) and the Board of Directors of Beacon (the Company“Beacon Board” and, together with the Company Board, the “Boards”) and shall have such duties, authorities and responsibilities as the most senior executive officer of the Company and Beacon, commensurate with the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. During the Term, the Executive shall serve the Company faithfully, diligently and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character best of his positions with the Company ability and adequate for the performance shall devote substantially all of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention energy and energies skill to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies Company as necessary to perform the duties of his position, and he shall not assume a position in which such investments are made. This Agreement shall also any other business without the express written permission of the Beacon Board; provided that the Executive may upon disclosure to the Beacon Board (i) serve as a member of not be construed as preventing the Employee from serving as an outside director of up to two other more than one for-profit companies (and such additional companies board of directors so long as the Executive receives prior written permission from the Beacon Board of Directors may hereafter approve(such permission not to be unreasonably withheld); (ii) or from participating serve in any capacity with charitable or other not-for-profit activities as enterprises so long as there is no material interference with the Executive’s duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities do not materially interfere infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the board of directors of Morristown Medical Center and as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with his work for the Executive’s duties to the Company. In addition, during the Term, the Executive will continue to serve as a member of each of the Boards.”

Duties. The Company does hereby hire, engage, and employ the Employee is engaged by as the Chief Financial Officer and Senior Vice President of Finance of the Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of the Company as its they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Financial Officer and Senior Vice President of Finance of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Directors of the Company as to the duties (which shall be consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of Finance of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by her consistent with her positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Unless otherwise consented Throughout the Period of Employment, Employee shall devote her full time, energy, and skill to by the Employee, the Employee's positions with performance of her duties for the Company shall be as its President and Chief Executive Officer. The Employee shall have all for the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge benefit of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsXxx. The Xxxxxx Company Group. Employee shall report directly exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany under this Agreement. The Company agrees to provide the shall furnish Employee with such accommodations office, secretarial and other facilities and services as are suitable to the character of his positions with the Company and adequate reasonably necessary or appropriate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention Employee's duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies consistent with her position as the Board Chief Financial Officer and Senior Vice President of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for Finance of the Company.

Duties. The Employee is engaged Executive shall devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by the Company as its a President and Chief Executive Officer. Unless otherwise consented to Officer for a company doing the type of business engaged in by Company, as well as having responsibility for the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all day-to-day management of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and any additional duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsDirectors of Company. The Employee Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany. The Company Executive agrees to provide the Employee use his best efforts and comply with such accommodations as are suitable to the character of his positions with the Company all fiduciary and adequate for professional standards in the performance of his dutiesduties hereunder. During his employment Executive shall provide services to any subsidiary or affiliate of Company without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. Executive represents and warrants to Company that, at all times prior to the Employee Effective Date when he has served as its President and Chief Executive Officer and at all times during the Term, he has either fulfilled or will fulfill his duty of loyalty to Company; and he has either acted or will act in the best interests of Company’s shareholders. Executive has been engaged in the pharmaceutical business for over forty (40) years and has disclosed to Company his ownership interests in Pharmeral, Inc. and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included Company. Executive further agrees to devote substantially disclose any significant change in his full timeassociation with said entities or in the nature of their business operations if there comes a time when the underlying circumstances represented to the Company are materially altered. Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive’s holdings in any one individual company exceeds one percent (1%) of his net worth, attention and energies said holdings will be disclosed in writing to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. Director agrees to serve as an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of Xxxxxx & Xxxxx Education, Inc. (together, the “Organizational Documents”) and the laws of the state of Delaware. The Employee is engaged by Company acknowledges that Director currently holds the other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that he will be able to devote sufficient time and attention to the Company as its President is necessary to fulfill his responsibilities as a Director of the Company and Chief Executive Officerthat the Other Employment will not in any way impact Director’s independence. Unless otherwise consented Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors. Director also represents that the Other Employment shall not interfere with Director’s obligations under this Agreement. Without limiting the generality of the foregoing, Director confirms that he is independent (as such term has been construed under Delaware law with respect to by the Employeedirectors of Delaware corporations). Director also confirms that (a) he does not possess material business, the Employee's positions close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s equity holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company shall be or (ii) make decisions and carry out his responsibilities as its President a Director of the Company, in each case in accordance with the terms of the Organizational Documents and Chief Executive Officerapplicable law, and (b) he has no existing or former relationship or affiliation of any kind with any competitor of the Company. The Employee shall have all By execution of this Agreement, Director accepts his appointment or election as independent Director of the powers Company, and agrees to perform all of the duties associated with those positionsserve in such capacity, subject to the direction terms of this Agreement and with the Chairman specific responsibilities and powers set forth in the duly adopted resolutions of the Board and the Board of Directors of the Company, attached hereto as Exhibit A, until his successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The parties hereto acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity; provided, that the Company may determine that it is in the best interest of the Company and/or its direct and indirect subsidiaries for Director to be appointed to the provisions board or boards of the Articles directors or managers, as applicable, of Incorporation and Bylaws certain of the Company. The Employee shall have general executive charge ’s direct or indirect subsidiaries (each a “Subsidiary Board” and collectively, the “Subsidiary Boards”) and, in such case, the Company may request that Director accept a position as independent director or manager, as applicable, of such Subsidiary Boards; provided, further that if, after agreeing to accept such a position, Director is appointed to one or more Subsidiary Boards by a valid resolution of the Company with all such powers as may applicable Subsidiary Boards, the applicable subsidiaries shall be reasonably incident automatically deemed to such responsibilities; and he shall have such other powers and duties as designated in accordance with be party to this agreement without any further action or amendment by the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full timeDirector, attention and energies to or the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyapplicable subsidiaries.

Duties. The Employee is engaged by the Company Executive, in his capacity as its President General Counsel and Chief Executive Officer. Unless otherwise consented to by the EmployeeOperating Officer shall, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and unless the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Trustees of the Company with all such powers as may be reasonably incident (the “Board”) determines otherwise, report directly to such responsibilities; the Company’s Chief Executive Officer Xxxx X. Xxxxxx (or his successor) and he faithfully perform for the Company the duties of said office and shall have perform such other powers duties of an executive, managerial or administrative nature as shall be specified and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman Board of Trustees of the Board Company (the “Board”) (including the performance of services for, and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and serving on the Board of Directors and of, any executive committee subsidiary or affiliate of the BoardCompany without any additional compensation). The Company agrees Executive shall devote substantially all of the Executive’s business time and effort to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under the Executive’s duties hereunder; provided, however, that in no event shall this Agreementsentence prohibit the Executive from performing other activities, the Employee agrees to devote substantially his full timewhether personal, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies charitable, investment (and such additional companies as the Board of Directors may hereafter approveincluding real estate investment activities) or from participating in charitable or business and any other not-for-profit activities as approved by the Board, so long as such activities do not materially and adversely interfere with his work the Executive’s duties to the Company or otherwise violate the terms of the Executive’s Non-Competition Agreement (as defined below) executed by the Executive and the Company; and provided, further, that, notwithstanding the foregoing, the Executive shall have the right to continue to act as a trustee of various trusts for the benefit of family members of Xxxxxxx X. Xxxxxx (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various Xxxxxx family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that he may have to any such trusts or family investment entities so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board of Trustees (the “Compensation Committee”).

Duties. The Employee NAI agrees to employ the Executive and the Executive agrees to accept employment with NAI for the Term of Employment hereinafter defined. During the Term of Employment, the Executive, subject to the provisions of this Agreement, shall: (a) have the title and the duties of Executive Vice President of News Corporation, a Delaware corporation (“NEWS CORP”) and (b) be a member of the Office of the Chairman (the “OOC”) of NEWS CORP. In addition, the Executive shall serve as the Chief Executive Officer of NEWS CORP’s newly established education division (the “Educational Division”) which shall include Wireless Generation, Inc. after it is engaged acquired by NEWS CORP. As the Company as its President Chief Executive Officer of the Educational Division: (i) the Executive will be the most senior officer of the Educational Division (other than the Chairman and Chief Executive Officer. Unless otherwise consented to by Officer of NEWS CORP); and (ii) the Employee, the Employee's positions Executive shall have such duties and authority as are customarily associated with the Company shall be as its President and position of Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee Executive shall report directly to the Company's Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP. NEWS CORP shall use its best efforts to assure that the Executive serve and continues to serve as a member of the NEWS CORP Board of Directors during the Term of Employment. During the Term of Employment the Executive shall devote substantially all of his business time and attention and give his best efforts and skill to furthering the business and interests of NEWS CORP and to the performance of such executive duties as the Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP may determine, from time to time, consistent with the terms of this Agreement and which are commensurate with the scope of the Executive’s position; provided that so long as they do not in any manner interfere with his performance hereunder and are in accordance with NEWS CORP’s policies, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods to: (i) serving, with the prior approval of the Board and or the Board NEWS CORP Chairman or Group General Counsel, as a director or member of Directors and any executive a committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of any company or organization, (ii) delivering lectures and fulfilling speaking engagements, (iii) engaging in charitable and community activities, (iv) making television appearances, (v) authoring books or articles for newspapers, magazines, online media sites or similar media; and (vi) investing his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing personal assets in such form or and in such manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveviolate Section 7(c) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companybelow.

Duties. The Employee is engaged During the Employment Term, Executive shall serve the ------ Corporation in a dual capacity, as its Vice President, or in such other capacity or capacities as may be determined by the Company Board (provided that his authority, duties and responsibilities shall be at least commensurate in all material respects with his office, status and titles at the time of such change); and as its the President and Chief Executive OfficerOfficer of its wholly-owned subsidiary, Xxxx Evaluation & Testing Associates, Inc. ("BETA"). Unless otherwise consented Executive shall perform such executive, administrative, development, production, marketing and other services and duties for the Corporation, or any Subsidiary, at the present location of the Corporation or any office or location less than 25 miles from such location, but in no event more than 40 miles from the principal office of BETA in Pleasantville, New York. During the Employment Term, and excluding any periods of vacation and sick leave, Executive agrees to by devote reasonable attention and time during normal business hours to the Employeebusiness and affairs of the Corporation and, to the Employeeextent necessary, to discharge the responsibilities assigned to Executive hereunder, to use Executive's positions with reasonable best efforts to perform faithfully and efficiently such responsibilities. It is anticipated that during the Company initial year of this Agreement, Executive shall devote eighty (80%) percent of his time to his responsibilities relating to BETA and twenty (20%) percent of his time to his responsibilities to the Corporation. Thereafter, Executive shall devote such time to the business of each of the Corporation and BETA as shall be as its President agreed by Executive and the Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer of the duties associated with those positionsCorporation it being understood that such time shall continue to be devoted to BETA as shall be required to maintain BETA's viability and effectively operate and manage its affairs. During the Employment Term it shall not be a violation of this Agreement for Executive to (A) serve on corporate, subject to the direction of the Chairman of the Board and the Board of Directors of the Companycivic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company (C) manage personal investments, so long as Executive's duties in connection therewith do not unreasonably interfere with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and Executive's duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement Activities of Executive consistent with this Section 4 shall not be construed permit the Corporation to terminate Executive's employment for "Cause", as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companydefined below.

Duties. The Employee is engaged by During the Company Term of Employment (or, if applicable, any Extended Term of Employment), the Executive shall serve as its the Company's President and Chief Executive Officer. Unless otherwise consented to , and upon election by the EmployeeCompany's Board of Directors (the "Board"), shall serve as a member of the EmployeeBoard. The Board shall elect the Executive as a member of the Board prior to the execution of this Agreement, subject however to execution of this Agreement by the parties and further subject to the approval of the Bankruptcy Court for the District of Delaware. As the Company's positions with the Company shall be as its President and Chief Executive Officer. The Employee , the Executive shall have all direct and manage the powers and agrees to perform all affairs of the duties Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as are customarily associated with those positionsand incident to the position of President and Chief Executive Officer and as the Company may, from time to time, require of him, subject to the direction of the Chairman Company's Board. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment, provided, however, that it shall not be a breach of this Agreement for the Executive to (1) manage his own private financial investments; or (2) with the consent of the Board and (which consent shall not be unreasonably withheld) to be a member of the Board board of Directors directors of other companies which do not compete with the Company, and so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the provisions Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Articles of Incorporation and Bylaws Executive shall be the principal executive offices of the Company. The Employee shall have general executive charge Executive acknowledges that in the course of the Company with all such powers as his employment he may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him required, from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations travel on behalf of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all be employed as the powers and agrees to perform all Chief Executive Officer of the Employer. In such capacity, the Employee shall have the responsibilities and duties associated with those positions, subject to the direction of the Chairman of the Board customary for such offices and such other executive responsibilities and duties as are assigned by the Board of Directors (the “Board”) of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance Employer which are consistent with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsEmployee’s position. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for At all times during the performance of his duties. During his employment under this Agreement, the Employee agrees will adhere to devote substantially his full timethe rules and regulations (the “Policies”) that have been or may hereafter be established by the Board (and any committee thereof) for the conduct of the employees of the Employer and its subsidiaries or for the position or positions held by the Employee. Until further notice from the Board, attention the Employee will consult regularly with Xxxx Xxxxxx and energies Xxxx Xxxxxxxx on management and strategy matters. The Employee will attend and participate in meetings of the Board. Subject to the completion of certain amendments to the Company's business. This ’s Investor Rights Agreement shall not be construed to address Board voting arrangements, as preventing discussed with the Employee, the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as serve on the Board of Directors for as long as he is employed as the Chief Executive Officer of the Employer (but, for the avoidance of doubt, the Employee will not serve on the Audit Committee or Compliance Committee of the Board). The Employee agrees to devote his full time and best efforts to the performance of his duties to the Employer. Employee will resign from the boards of directors of Factor Trust and Mariner Finance Holdings on or before January 31, 2012. The Employee may hereafter approve) or from participating in charitable or other not-for-profit activities continue to serve on the boards of directors of Music Training Center Holdings, LLC and Beneficial Mutual Bancorp as long as such activities do not service does not, in the good faith judgment of the Board, materially interfere with the performance of his work for duties hereunder. Any additional board service or similar roles with other organizations shall be subject to the Companyprior approval of the Board.

Duties. The Employee is engaged by duties of the Company as its President Executive shall be those which are usually and customarily associated with the position of a Co-Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive OfficerOfficer of a comparably-sized company. The Employee shall Executive will have all the powers duties, responsibilities and agrees to perform all of the duties associated with those positionsauthorities as detailed in Exhibit A attached hereto and incorporated herein, subject to the direction of the Chairman of the Board as well as such other reasonably related duties, responsibilities and authorities as may be specified by the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the CompanyMHI. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate MHI for the performance of his duties. The Executive shall devote substantially all of his working time, attention, skill and reasonable best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of MHI. During his employment under this Agreementthe Employment Term, the Employee agrees to devote substantially his full timeExecutive shall refrain from acting as an employee, attention and energies to employer, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity own, operate, control, assist, or participate in any business that is in competition in any way with the Company's business. This Agreement Employer; provided, that this prohibition shall not be construed as preventing preclude the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from Executive from: (i) serving as an outside director a member of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveof one additional for profit company, if and only if the company is not engaged in the Business, does not constitute a conflict of interest and does not create an appearance of impropriety; (ii) or from participating engaging in charitable charitable, civic or other notvolunteer activities, or (iii) owning stock of any company whose shares are listed for trading over any public or over-forthe-profit counter exchange if, and only if, (a) the Executive does not own more than five percent (5%) of such shares of any such company, and (b) the Executive does not control such company, and (c) such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and agrees that Executive’s employment relationship is solely with Employer, that Employer retains all rights and authority to control Executive’s activities as long as such activities do in carrying out the terms of this Agreement, and that the subsidiaries of MHI and its affiliates shall not materially interfere with his work be considered a joint employer of Executive for the Companyany purposes under this Agreement or under any federal, state or local laws.

Duties. The Employee is engaged by Executive shall serve the Company as its President in an executive capacity and Chief Executive Officer. Unless otherwise consented to by the Employeeshall report to, the Employee's positions with the Company shall and be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the general direction of and control of, the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws Chief Executive Officer of the Company. The Employee Executive shall have general executive charge of the Company with all perform such powers duties and responsibilities and in such capacities as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time established by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardChief Executive Officer from time to time. The Company agrees to provide the Employee with such accommodations as are suitable Executive shall perform his duties and discharge his obligations well and faithfully and to the character utmost of his positions with ability, and shall use his best efforts to promote the success, reputation and good will of the Company and adequate for the performance of his dutiesits Affiliates. During his employment under this Agreement, the Employee The Executive also agrees to devote substantially his full timeperform, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in without additional compensation, such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies for any Affiliate as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do designate; provided that the Executive's performance of duties and services for any Affiliate shall not materially interfere with unreasonably be added to the time required for performance of his work assigned duties and services for the Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of the type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be required to relocate outside the Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and effort exclusively to the performance of his duties and responsibilities hereunder during the term of his employment and any extension or renewal thereof. In addition, except for such personal and business investment activities as are essentially passive in nature and do not involve any breach of fiduciary duty or duty of loyalty to the Company or its Affiliates, the Executive shall not, during the term of his employment hereunder, engage in any other activity, whether or not such activity is conducted or pursued for gain, profit or other pecuniary advantage, if it conflicts or interferes with or adversely affects in any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company the Executive shall not, during the term of his employment hereunder, serve as a principal, partner, employee, officer, consultant, advisor or director of any other business concern conducting business for profit except for such personal and business investment activities as are essentially passive in nature. The Executive acknowledges that the Executive is employed in an executive and administrative position that is not subject to overtime pay under the federal wage and hour law.

Duties. The Employee is engaged by During the Company Term (as defined in Section 3), Executive shall serve FirstMerit and FirstMerit Bank as its Executive Vice President of FirstMerit and President of the Construction Financing Division of FirstMerit Bank in accordance with directions from the Chief Executive Officer. Unless otherwise consented During the Employment Period, Executive shall devote Executive's exclusive business time, energies, attention and ability to the business of FirstMerit, and shall faithfully and diligently perform the duties of Executive's employment with FirstMerit and of any office or offices held by the EmployeeExecutive in FirstMerit, the Employee's positions with the Company provided that there shall be as its President no set time or minimum time during which Executive shall perform such services. It is understood and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsagreed that, subject to the direction of the Chairman of the Board and without prior written approval from the Board of Directors of FirstMerit (the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the "Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement ") (which approval shall not be construed as preventing unreasonably withheld to the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially interfere with his work Executive's duties), Executive may not engage in any other business activities during the period of Executive's employment by FirstMerit, whether or not for profit or other pecuniary advantage. Notwithstanding the Companyforegoing, (a) nothing contained in this Section 2 shall preclude Executive from any investment or activity that existed at the time of this Agreement, which were disclosed by Executive to FirstMerit and do not materially interfere with Executive's duties; (b) Executive may make personal financial investments after the date of this Agreement which do not involve any active participation on Executive's part, (c) Executive may engage in charitable, educational, religious, civic, trade associations and similar types of activities, and (d) Executive may serve on the board of directors of such other entities as may be approved by the Board; provided, however, that any such activities described in item (c) above must be approved in advance by the Board, and any such activities described in items (c) and (d) above (i) must not interfere with the business or the performance of the Executive's duties under this Agreement, and (ii) must not conflict with policies concerning conflicts of interest. Any director's or other fees received by the Executive related to activities described in (a) and (d) above may be retained by Executive.

Duties. The Employee is engaged by From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of employ the duties associated with those positions, subject to the direction of the Chairman of the Board Employee and the Board of Directors of Employee agrees to be employed by the Company, as Vice-President, Pharmaceutical Research and to the provisions Clinical Development of the Articles of Incorporation Company and Bylaws in such equivalent, additional or higher executive level position or positions as shall be assigned to him by the Company’s President and CEO. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and shall take direction from the President and CEO of the Company. The Employee shall have general executive charge During the Term of the Company with all such powers this Employment Agreement (as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated defined in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this AgreementSection 2 below), the Employee agrees to devote substantially all of his full time, attention and energies working time to the Company's businessposition he holds with the Company and to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties that are assigned to him. This Agreement The Employee shall not be construed as preventing observe and abide by the reasonable corporate policies and decisions of the Company in all business matters disclosed to employee. The Employee represents and warrants to the Company that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, directorships and other positions held by the Employee from investing assets in such form corporations and firms other than the Company and its subsidiaries and (b) any investment or manner as will not require his services ownership interest in any corporation or firm other than the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing Company beneficially owned by the Employee from serving as an outside director (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of up to two other for-profit companies (their class and such additional companies as real estate). The Employee will promptly notify the Board of Directors may hereafter approve) of the Company of any additional positions undertaken or from participating in charitable or other not-for-profit activities as investments made by the Employee during the Term of this Employment Agreement if they are of a type that if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Employee’s other positions or investments in other firms do not create a conflict of interest, violate the Employee’s obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities do and positions shall not materially interfere with his work for the Companybe deemed to be a breach of this Employment Agreement.

Duties. The Employee is engaged During the term of this Agreement, the Executive agrees to be employed by and to serve the Company Corporation as its President and Chief Executive Officer, and the Corporation agrees to employ and retain the Executive in such capacities. Unless otherwise consented to by the EmployeeIn such capacity, the Employee's positions with the Company Executive shall be render such managerial, administrative and other services as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties are customarily associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably or incident to such responsibilities; position and he shall have perform such other powers duties and duties responsibilities for the Corporation as designated in accordance the Corporation may reasonably require, consistent with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorssuch position. The Employee Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character devote a substantial portion of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention energy, and energies skill to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies Corporation as the Board Executive shall report to the Corporation's board of Directors 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 hereafter approve) appoint one or more members of the board of directors to coordinate the reporting from participating 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 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 upon thirty days notice, and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for event, the Companyemployment shall be deemed to have been terminated by the Corporation without cause.

Duties. The Employee is engaged by (a) Director agrees to serve as an independent Director of the Company and to devote as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be much time as its President and Chief Executive Officer. The Employee shall have all the powers and agrees is reasonably necessary to perform all of the Director’s duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors as a Director of the Company, and to the provisions including duties as a member of one or more committees of the Articles of Incorporation and Bylaws of Board, to which the CompanyDirector may hereafter be appointed. The Employee shall have general executive charge of the Company with all Director will perform such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated described herein in accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company's Bylaws , and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as may be assigned to him fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Chairman Company, provided that the foregoing shall in no way limit Director’s activities on behalf of (i) any current employer and its Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company currently intends to hold at least one regular meeting of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the Board of Directors business and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies Company. Director shall be given reasonable advance notice of such meetings and they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in which such investments are made. This Agreement shall also not be construed person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as preventing the Employee from serving as an outside director of up to two other for-profit companies (reasonably requested and such additional companies as agreed upon by the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities and make himself available to the Company at mutually convenient times and places, as long as such activities do not materially interfere with his work for the Companyappropriate and convenient.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeTerm, the Employee's positions Executive shall serve in the Position and perform all duties and services commensurate with the Company shall be as its President Position, and Chief Executive Officer. The Employee shall have all such other duties reasonably assigned or delegated to him under the powers and agrees to perform all By-laws of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him Employer or from time to time by the Chairman Board or the Employer’s Chief Executive Officer and consistent with the Position. The Executive shall devote all of the Board Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the Term, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless the Board of Directorsgives him its prior written permission. The Employee shall report directly Executive will at all times comply with all applicable laws pertaining to the Company's Chairman performance of this Agreement, and strictly adhere to and obey all of the Board ethical rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the Board conduct of Directors and any executive committee employees of the BoardEmployer and/or its Affiliates (as defined below). The Company agrees to provide foregoing provision shall not prevent the Employee with such accommodations as are suitable to the character Executive’s purchase, ownership or sale of his positions any interest in any business that does not compete with the Company business of the Employer, or its Affiliates, or the Executive’s involvement in charitable or community activities, provided, that (i) the time and adequate for attention that the Executive devotes to such business and charitable or community activities does not interfere with the performance of his duties. During his employment duties under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations (ii) a material portion of the affairs time devoted by the Executive to charitable or community activities are devoted to charitable or community activities within the Employer’s market area, and (iii) such conduct complies in all material respects with applicable policies of the companies in which such investments are madeEmployer and its Affiliates. This Agreement shall also not be construed as preventing For purposes of this Agreement, the Employee from serving as an outside director term “Affiliate” includes (a) a corporation that is a member of up to two other for-profit companies the same controlled group of corporations (and such additional companies within the meaning of Section 414(b) of the Code) as the Board Employer, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Directors may hereafter approveSection 414(c) of the Code) with the Employer, (c) any organization (whether or from participating not incorporated) that is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Employer, a corporation described in charitable clause (a) of this paragraph or a trade or business described in clause (b) of this paragraph, and (d) any other not-for-profit activities as long as such activities do not materially interfere entity that is required to be aggregated with his work for the CompanyEmployer pursuant to regulations promulgated under Section 414(o) of the Code.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeEmployment Period, the Employee's Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of the Executive’s positions with and shall render such services on the Company shall be as its President and Chief terms set forth herein. In addition, the Executive Officer. The Employee shall have all the such other executive and managerial powers and agrees to perform all of the duties associated with those positions, subject as may be reasonably assigned to the direction of the Chairman of the Board and Executive by the Board of Directors of Centers (the Company“Centers Board”) or the Board of Directors of Holdings (the “Holdings Board”), as applicable, commensurate with the Executive’s positions. The Executive shall report solely and directly to the Holdings Board. The Executive’s duties, titles and responsibilities shall not be changed materially at any time without his consent (other than during any period where the Executive is incapacitated due to physical or mental illness). Except for sick leave, reasonable vacations, excused leaves of absence, or as otherwise provided in this Agreement, the Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the provisions best of the Articles of Incorporation Executive’s ability, to the duties and Bylaws responsibilities of the CompanyExecutive’s positions in furtherance of the business affairs and activities of GNC and its Affiliates (as defined in Section 5.4(a)). Notwithstanding the foregoing, the Executive is permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage his personal, financial, and legal affairs, (b) serve on civic or charitable boards or committees (it being understood that his continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Employee Executive shall have general executive charge at all times be subject to, comply with, observe and carry out faithfully to the best of the Company with his ability and in all such powers as may be reasonably incident material respects (x) Centers lawful rules, regulations, policies and codes of ethics and/or conduct applicable to such responsibilities; its employees generally and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him effect from time to time by and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Chairman of Centers Board or the Holdings Board and the Board of Directors. The Employee shall report directly may from time to the Company's Chairman of the Board and the Board of Directors and any time reasonably establish or approve for their executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyofficers.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as its President and Chief Executive Officerare specifically set forth in this Agreement. Unless otherwise consented to by the Employee, the Employee's positions with Each of the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers Selling Stockholders acknowledges and agrees to perform all that: (a) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Board Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of Directors evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (c) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and (d) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and the Board Selling Stockholders and that the several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide and the Employee with such accommodations as are suitable Selling Stockholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for the performance Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. The Employee is engaged by Superintendent shall be the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer of the duties associated with those positionsschool system and shall have, subject to under the direction of the Chairman Board, general supervision and management of all of the public schools and all the personnel in various personnel departments of the school system. Superintendent shall perform those duties set forth in, and be subject to, the written policy of the Board, reserving, however, those legal powers specifically vested in the superintendent by law. In furtherance and not in limitation of the authority granted by the written policy of the Board and or the Board of Directors laws of the CompanyState of Ohio, and to the provisions extent such duties are not the responsibility of another superintendent or the Treasurer under law, Superintendent shall direct and assign teachers and other employees of the Articles schools under her supervision, shall assign pupils to grade levels and buildings, shall organize, reorganize, and arrange the administrative and supervisory staff, both instructional and non-instructional, as best serves the Board, shall select all personnel for initial employment and make recommendations with respect to the re-employment, non-renewal, layoff, and termination of Incorporation existing employees, shall have the initial authority to receive and Bylaws respond to complaints regarding District staff or operations, shall from time to time suggest regulations, rules and procedures deemed necessary for the well- being of the Companyschool district and, in general, perform all duties incident to the office of superintendent and such other duties as may be prescribed by Board from time to time. The Employee In performing these duties on behalf of the Board, Superintendent shall have general executive charge of the Company authority to consult with all such powers legal counsel or other professional advisors as may be reasonably incident necessary, subject to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time any limitations imposed by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company It is expressly understood and adequate for agreed that the performance of his dutiesthe duties of Superintendent may require Superintendent to work outside normal business hours and at non-school locations. During his employment under this AgreementSuperintendent shall have the right to attend all school board meetings and all school board and citizen committee meetings, the Employee agrees to devote substantially his full timeserve as an ex-officio member of all school board committees, attention and energies provide administrative recommendations on each item of business considered by each of these groups. Superintendent, in her discretion, and to the Company's businessextent permitted by law, may delegate to other school personnel the exercise of any powers and the discharge of any duties imposed upon Superintendent. This Agreement The delegation of any power or duty, shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations not, however, relieve Superintendent of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work responsibility for the Companyaction taken under such delegation.

Duties. The Employee Executive agrees that during the Employment Period from and after the Effective Date, while Executive is engaged employed by the Company Company, Executive will devote Executive’s full business time, energies and talents to serving as its the President and Chief Executive OfficerOfficer of the Company and the Parent, at the direction of the Board of Directors of the Parent (the “Board”). Unless otherwise consented Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the EmployeeBoard, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman Board 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 Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. So long as Executive is the Chief Executive Officer of the Parent, he shall serve as member of the Board and if the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. The Company agrees Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature (including professional associations) to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive’s duties under this Agreement or conflict in any material way with the Companybusiness of the Parent, the Company and their respective affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Parent or the Company or their respective affiliates) or hold any other position with any business without receiving the prior written consent of the Board, which consent, with respect to serving on private company boards, may not be unreasonably withheld.

Duties. The Employee is engaged by Executive shall serve as the Company as its President and Company’s Chief Executive Officer. Unless otherwise consented to by the EmployeeOfficer and President and, the Employee's positions consistent with the Company shall be as its President Company’s bylaws and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties and responsibilities customarily associated with those positions, such positions in a public corporation of similar size and business and subject to the direction of the Chairman of the Board and the Board of Directors Executive Chairman, shall have general responsibility and ultimate authority for implementation of the Company, and to the provisions policies of the Articles Company and for the management of Incorporation the business and Bylaws affairs of the Company. The Employee Executive also shall have general executive charge of the Company with all such powers as any additional duties and any additional responsibilities which may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time be reasonably designated by the Chairman Board or the Executive Chairman; provided that the scope of the Board his duties and the Board extent of Directorshis responsibilities shall not be substantially different from the duties and responsibilities customarily associated with the position of Chief Executive Officer and President in a public corporation of a similar size and business. The Employee At all times, the Executive shall report directly be subject to the Company's Chairman of the Board and the Board of Directors and any executive committee direction of the Board. The Company agrees to provide During the Employee with such accommodations as are suitable Employment Period, the Executive shall devote his full business time and best efforts to the character business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his positions personal assets in any business that is not competitive with the Company and adequate for the performance or any of his duties. During his employment under this Agreementits subsidiaries, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in provided that such form or manner as investment will not require his any services in on the daily operations part of the affairs Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the companies in which Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such investments are made. This Agreement shall also not be construed securities; (iv) serve as preventing the Employee from serving as an outside a director of up to two three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other for-profit companies (activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such additional companies as the Board business is conducted, in whole or in part, within a one-hundred (100) mile radius of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company’s principal executive headquarters.

Duties. The Employee is engaged by During the Company Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as its President a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer (“CEO”) of the duties associated with those positionsEmployer and, subject to the direction of for so long as so elected, shall serve as the Chairman of the Board and the Board of Directors of the Company, Employer (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the provisions Board at the expiration of each then current term ending during the Articles Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of Incorporation all executives and Bylaws of the Company. The Employee deciding which such executives shall have general executive charge of the Company with all such powers as may be reasonably incident report solely and directly to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned him), subject to him from time to time supervision by the Chairman of the Board and its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s and its committees’ performance of Directorstheir duties. The Employee Executive shall report solely and directly to the Company's Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations Employer as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companya publicly traded company.

Duties. The Employee is engaged by As Chief Financial Officer of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and 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 provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge business affairs of the Company with all and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such powers as may be reasonably incident to such responsibilities; duties and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and functions as may be assigned to him from time to time by the Chairman Executive commensurate with his position as Chief Financial Officer of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and Company by the Board of Directors and any executive committee of the BoardCompany on all matters for which the Executive is responsible. The Company agrees to provide Notwithstanding the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementforegoing, the Employee agrees Executive shall be permitted to devote substantially his full time, attention invest the Executive’s personal assets and energies to manage the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive’s personal investment portfolio in such a form or and manner as will not require his any business services in on the daily operations 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 affairs Company or its Affiliates, including, but not limited to, the xxxxxxx xxxxxxx policy of the companies in which such investments are madeCompany or its Affiliates. This Agreement Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive 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 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 construed as preventing unreasonably withheld. Notwithstanding anything to the Employee from serving contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an outside director officer of up to two other for-profit companies (and such additional companies any Affiliate of the Company as the Board of Directors may hereafter approve) 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 from participating in charitable 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 not-for-profit activities as long as remuneration of any kind whatsoever from such activities do not materially interfere with his work for Affiliate of the Company.

Duties. The Employee is engaged by During the Term of Employment, the Executive shall continue to serve as the Company's Managing Director and Secretary. In his capacity as Secretary, the Executive shall have such powers, perform such duties and shall have such responsibilities with respect to the Business of the Company as its President usually pertaining and Chief Executive Officer. Unless attributed by law, custom or otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all office of the duties associated with those positionsSecretary, subject to the direction of the Chairman of the Board and except as may be expressly limited by the Board of Directors of the Company. In his capacity as Managing Director the Executive will be involved in corporate planning and development, capital raising, regional sales, marketing of corporate products and services, and approving corporate documents for signature. The Executive shall not without the prior written consent of the Company's Board of Directors, during the term of this Employment Agreement, other 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 may: (a) attend to outside investments and serve as a director of a corporation which does not compete with the Company; (b) serve as a director, 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 provisions extent consented to in writing by the Board of the Articles of Incorporation and Bylaws Directors of the Company. The Employee Executive shall have general executive charge arrange his affairs and 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. If elected, the Executive may agree to serve any part of the Term of Employment as any other officer of the Company with all such powers or as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with an officer or director of any of the Company's Bylaws and subsidiaries without any additional compensation other than as may 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 assigned to him from time to time by the Chairman nominated as a member of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject devote his full-time efforts to the direction proper and faithful performance of all duties customarily discharged by a president for a company doing the Chairman type of business engaged in by Company, as well as having responsibility for the Board and the Board of Directors day to day management of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and any additional duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman Chief Executive Officer of the Board and Company and/or the Board of DirectorsDirectors of Company, consistent with the provisions of this Section 3. The Employee Executive shall report directly to the Chief Executive Officer of Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company Executive agrees to provide the Employee use his best efforts and comply with such accommodations as are suitable to the character of his positions with the Company all fiduciary and adequate for professional standards in the performance of his dutiesduties hereunder. During his employment To the extent that any additional duties assigned to the Executive include the provision of services to any subsidiary or affiliate of Company, such services shall be provided without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. Company, to the Employee best of its knowledge, and Executive acknowledge that prior to the effective date of this Agreement, Executive has fulfilled his duties and responsibilities as set forth in this Section 3. Executive represents and warrants to Company that, at all times during the term of this Agreement, he will continue to fulfill his duty of loyalty to Company and will act in the best interest of Company's shareholders. (a) The Executive has been engaged in the pharmaceutical business for in excess of thirty-five (35) years and has disclosed to the Company his ownership interests in Pharmeral, Inc.* and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included the Company. The Executive further agrees to devote substantially disclose any significant change in his full timeassociation with said entities or in the nature of their business operations if there comes a time when underlying circumstances which have been represented to the Company are materially altered. The Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive's holdings in any one individual company exceeds one percent (1%) of his net worth, attention and energies said holding will be disclosed in writing to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Company does hereby employ and engage the Employee as Senior Vice President Sales of the Company and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to time and as provided in the Bylaws of the Company, as the same may be amended from time to time. The Employee is engaged by shall diligently and faithfully execute and perform such duties and responsibilities, subject to the Company as its President general supervision and Chief Executive Officer. Unless otherwise consented to by control of the Employee, the EmployeeCompany's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all be responsible and report to the powers Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and agrees responsibilities and may assign or reassign the Employee to perform all such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the business and affairs of the duties associated Company and shall not, during the Employment Term (as that term is defined below), be actively engaged in any other business activity, except with those positions, subject to the direction of the Chairman of the Board and the Board of Directors prior written consent of the Company's Board of Directors; provided, and to however, that in any event any such other business activity will not: (a) adversely affect or materially interfere with the provisions performance of the Articles Employee's duties and responsibilities hereunder, (b) involve a conflict of Incorporation and Bylaws interest with the Company or (c) involve activities competitive with the business of the Company. The Notwithstanding the foregoing, the Employee shall have general executive charge be permitted to (i) engage in charitable and community affairs and (ii) make investments of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated any character in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions business not in competition with the Company or any of its subsidiaries or divisions and adequate for manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of his duties. During his employment the Employee's duties and responsibilities under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by Executive agrees that during the Company Employment Period, Executive will devote his full business time, energies and talents to serving as its the President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Officer of the Company shall be as its and the President and Chief Executive OfficerOfficer of the Bank, at the direction of the Board and the Bank Board, as the case may be. The Employee Executive shall have all such duties and responsibilities as may be assigned to Executive from time to time by the powers Board and agrees to the Bank Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman Board and the Bank Board, 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 Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as a member of the Board and the Board of Directors of the CompanyBank Board, and subject to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge election by those shareholders of the Company and the Bank authorized to vote with all respect to the election of directors. Notwithstanding the foregoing, 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 powers as may be reasonably incident to such responsibilities; and he shall have such other powers and activities do not, in the reasonable judgment of the Board or the Bank Board, inhibit, prohibit, interfere with or conflict with Executive’s duties as designated under this Agreement or conflict in accordance any material way with the Company's Bylaws business of the Employer and as may be assigned to him from time to time by its Affiliates; provided, however, that Executive shall not serve on the Chairman board of directors of any business (other than the Employer or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Bank Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by shall serve as the Company President of the Legal ------ Enterprise Division of the Company, and the Vice President of Sales and Marketing for the Parent, as its President hereinafter defined, and shall report to, and be subject to the general direction and control of the Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Chief Operating Officer (the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board "COO") and the Board of Directors of the Company, and to Company (the provisions "Board") or of the Articles of Incorporation and Bylaws of the CompanyParent, as applicable. The Employee shall have general executive charge of the Company with all perform such powers as may be reasonably incident to such responsibilities; management and he shall have such other powers and duties as designated in accordance administrative duties, consistent with the CompanyEmployee's Bylaws and positions, as may be assigned to him are from time to time assigned to the Employee by the Chairman of Chief Executive Officer, the Board COO and the Board of Directors(or by the Parent, as applicable) including developing local, regional, and national customers for the Company and its Affiliates (defined below). The Employee shall report directly further agrees to use his best efforts to develop a national record retrieval business for the Parent and all of the Parent's subsidiaries. The Employee also agrees to perform, without additional compensation, such other services for the Company's Chairman , and for any parent, subsidiary or affiliate corporations of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate any partnerships in which the Company may from time to time have an interest (herein collectively called "Affiliates"), as the Chief Executive Officer, the COO or Board shall from time to time specify, if such services are of the nature commonly associated with the positions of Employee set forth above for a company engaged in activities similar to the performance activities engaged in by the Company or the Parent, and to perform such other activities as are consistent with the Employee's past responsibilities as an employee of the Seller and the LEI Business; provided, that Employee shall not be required to engage in any business that is not reasonably related to the Business of the Company, as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or the Parent to relocate his dutiesprimary residence. During his employment under For purposes of this Agreement, the Employee agrees to devote substantially his full time, attention and energies to "Business of the Company's business. This Agreement " or, alternatively, "Business" shall be defined as the current business of the Company, including, but not be construed as preventing limited to, the Employee from investing assets in such form or manner as will not require his marketing and providing of record retrieval and litigation support services in the daily operations of California area, as well as the affairs of national record retrieval business for the companies Parent and its subsidiaries contemplated above. The term "Company" as used in which such investments are made. This this Agreement shall also not be construed as preventing the Employee from serving as an outside director of up deemed to two other for-profit companies (include and refer to all such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyAffiliates.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as its President and Chief Executive Officerare specifically set forth in this Agreement. Unless otherwise consented to by the Employee, the Employee's positions with Each of the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers Selling Shareholders acknowledges and agrees to perform all that: (a) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Board Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Shareholders are capable of Directors evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Selling Shareholders or their respective affiliates, shareholders, creditors or employees or any other party; (c) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Shareholders with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters); and (d) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and the Board Selling Shareholders and that the several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide and the Employee with such accommodations as are suitable Selling Shareholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Shareholders hereby waive and release, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for the performance Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. The Employee is engaged by During the Company Employment Period, Executive shall devote Executive’s full business time, energy and talent to serving, (i) from the Effective Date through September 30, 2021, as its Senior Vice President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Accounting Officer of the Company shall be and the Bank, (ii) from October 1, 2021 through December 31, 2021, as its Senior Vice President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Accounting Officer of the duties associated with those positionsCompany and the Executive Vice President and Chief Financial Officer of the Bank, subject and (iii) from January 1, 2022 through the remainder of the Employment Period, as the Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer the Bank. Executive shall continue to report to the direction current Chief Financial Officer (“CFO”) of the Chairman of the Board and the Board of Directors of the CompanyCompany through December 31, 2021, and thereafter, to the provisions of Chief Executive Officer (the Articles of Incorporation and Bylaws “CEO”) of the Company. The Employee Executive shall have general executive charge of the Company duties that are commensurate with all such powers as may be reasonably incident to such responsibilities; Executive’s position(s) and he shall have such any other powers and duties as designated in accordance with the Company's Bylaws and as that may be assigned to him from Executive by the CEO (or CFO, as applicable), and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Term following October 1, 2021, Executive shall be nominated to serve as a member of the Bank’s board of directors. Executive shall perform the duties required by this Agreement at the Company’s principal headquarters, unless the nature of such duties requires otherwise. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive’s duties under this Agreement or conflict in any material way with the Companybusiness of the Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Board.

Duties. The Employee is engaged by Executive hereby agrees that, for the Company as its President and Chief portion of the Continuing Service Period prior to the effective time of the Merger (the “Pre-Merger Service Period”), Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated same title with those positions, subject ProLogis as he had immediately prior to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and Effective Date but he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him provide only those services expressly requested from time to time by the Chairman Chief Executive Officer of ProLogis (the “CEO”); provided, however, that during the Pre-Merger Service Period, Executive’s service commitment shall not exceed his service commitment immediately prior to the Effective Date and, during such period, he will not be assigned duties that are materially inconsistent with his duties for ProLogis immediately prior to the Effective Date (although the duties that he is requested to perform may be fewer than those he performed immediately prior to the Effective Date). As of the Board effective time of the Merger, Executive shall resign his officer title and responsibilities with ProLogis and, for the Board portion of Directorsthe Continuing Service Period beginning at the effective time of the Merger, he shall remain an employee of ProLogis through midnight of December 31, 2005 but, during such period, he shall only be requested to provide advice relating to, and shall be available for consultation regarding, ProLogis’s North American development activities, market trends and integration activities relating to the Merger to the extent requested by the CEO. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character resignation by Executive of his positions with officer title and responsibilities shall not affect any benefits or entitlements due Executive under this Agreement. Notwithstanding the Company and adequate foregoing, the CEO may, at any time during the Continuing Service Period, request that Executive cease to perform any or all duties for ProLogis and/or that he provide any or all of his duties from a location other than on the premises of ProLogis or any of its affiliates; provided, however, that the performance or non-performance of his duties. During his employment duties by Executive shall not affect ProLogis’s obligations under this Agreement, the Employee agrees including but not limited to devote substantially his full time, attention and energies its obligation to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form make payments or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up provide benefits to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive pursuant to this Agreement.

Duties. The Employee is engaged by the Company as its President and Chief duties of Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and determined by the Board of Directors Trustees of Capital Trust (the Company"Board") consistent with Executive's title and position with Capital Trust, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee Executive shall report directly to the CompanyCapital Trust's Vice Chairman and Chief Executive Officer and Capital Trust's Vice Chairman and Chairman of the Board Executive Committee and shall be subject to their direction and control. Without limiting the Board of Directors and any executive committee generality of the Boardforegoing, Executive shall manage on a day-to-day basis, and shall report to and advise the Vice Chairmen regarding the management and operation of Capital Trust's revenue generating businesses, as constituted from time to time, including, without limitation, Capital Trust's balance sheet lending business and investment banking and advisory businesses, as constituted from time to time. The Company agrees All executives of Capital Trust in Executive's area of responsibility (other than Capital Trust's Vice Chairman and Chief Executive Officer and Capital Trust's Vice Chairman and Chairman of the Executive Committee) shall be subordinate to provide the Employee with such accommodations as are suitable Executive and shall report directly or indirectly to the character of his positions with the Company and adequate for the performance of his dutiesExecutive. During his employment under this Agreement, the Employee Executive agrees to devote substantially his full time, business time attention and energies to the Company's business. This Agreement diligent performance of his duties hereunder and will not, during the Employment Period, engage in, accept employment from or provide services to any other Person; provided, however, that subject to Section 3.04 hereof, Executive may (a) devote a reasonable amount of time to civic activities, (b) maintain not more than one outside board position with a company which does not compete with Capital Trust, subject to the prior consent of the Board, which consent shall not be construed as preventing the Employee from investing assets in such form or manner as will not require unreasonably withheld, and (c) manage his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as own investments, provided that such activities do not materially interfere conflict with his work for the Company.or detract from Executive's diligent performance of Executive's duties hereunder. PART TWO -------- COMPENSATION AND BENEFITS -------------------------

Duties. The Employee is engaged by Executive shall serve as the Company as its Company’s President and Chief Executive Officer. Unless otherwise consented to by the EmployeeOfficer and, the Employee's positions consistent with the Company shall be as its President Company’s bylaws and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties and responsibilities customarily associated with those positions, such positions in a public corporation of similar size and business and subject to the direction of the Chairman of the Board and the Board of Directors Executive Chairman, shall have general responsibility and ultimate authority for implementation of the Company, and to the provisions policies of the Articles Company and for the management of Incorporation the business and Bylaws affairs of the Company. The Employee Executive also shall have general executive charge of the Company with all such powers as any additional duties and any additional responsibilities which may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time be reasonably designated by the Chairman Board or the Executive Chairman; provided that the scope of the Board his duties and the Board extent of Directorshis responsibilities shall not be substantially different from the duties and responsibilities customarily associated with the position of Chief Executive Officer and President in a public corporation of a similar size and business. The Employee At all times, the Executive shall report directly be subject to the Company's Chairman of the Board and the Board of Directors and any executive committee direction of the Board. The Company agrees to provide During the Employee with such accommodations as are suitable Employment Period, the Executive shall devote his full business time and best efforts to the character business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activities for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his positions personal assets in any business that is not competitive with the Company and adequate for the performance or any of his duties. During his employment under this Agreementits subsidiaries, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in provided that such form or manner as investment will not require his any services in on the daily operations part of the affairs Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the companies in which Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such investments are made. This Agreement shall also not be construed securities; (iv) serve as preventing the Employee from serving as an outside a director of up to two three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other for-profit companies (activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such additional companies as the Board business is conducted, in whole or in part, within a one-hundred (100) mile radius of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company’s principal executive headquarters.

Duties. The Employee Executive agrees that during the Employment Period while ------ Executive is engaged employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the General Manager of Network Operations of the Company as its and the Parent and providing services for the Company at the direction of the Company's President and Chief Executive Officer, or his designee (the "CEO") or, for periods prior to the consummation of the Reorganization, the Manager of the Company or his designee (the "Manager"). Unless otherwise consented Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the EmployeeManager or CEO, the Employee's positions with the Company as applicable, shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman of the Board and the Board of Directors of the CompanyManager or CEO, as applicable, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties as designated in accordance with required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's Bylaws principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and as agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may be assigned to him from devote reasonable time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities involving professional, attention charitable, educational, religious and energies similar type activities to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Manager or CEO, as applicable, inhibit, prohibit, interfere with his work for or conflict with Executive's duties under this Agreement or conflict in any material way with the Companybusiness of the Company and its affiliates; provided, however, that Executive shall not serve on the board of directors of any business or hold any other position with any business without receiving the prior written consent of the Manager or CEO, as applicable, which consent may not be unreasonably withheld.

Duties. The Employee is engaged by As Chief Operating Officer of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Operating Officer of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and 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 provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge business affairs of the Company with all and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such powers as may be reasonably incident to such responsibilities; duties and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and functions as may be assigned to him from time to time by the Chairman Executive commensurate with his position as Chief Operating Officer of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and Company by the Board of Directors and any executive committee of the BoardCompany on all matters for which the Executive is responsible. The Company agrees to provide Notwithstanding the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementforegoing, the Employee agrees Executive shall be permitted to devote substantially his full time, attention invest the Executive’s personal assets and energies to manage the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive’s personal investment portfolio in such a form or and manner as will not require his any business services in on the daily operations 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 affairs Company or its Affiliates, including, but not limited to, the xxxxxxx xxxxxxx policy of the companies in which such investments are madeCompany or its Affiliates. This Agreement Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive 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 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 construed as preventing unreasonably withheld. Notwithstanding anything to the Employee from serving contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an outside director officer of up to two other for-profit companies (and such additional companies any Affiliate of the Company as the Board of Directors may hereafter approve) 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 from participating in charitable 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 not-for-profit activities as long as remuneration of any kind whatsoever from such activities do not materially interfere with his work for Affiliate of the Company.

Duties. The Employee is engaged by Xxxxx shall serve as the Company as its President and Chief Executive Officer of the Company, reporting directly to the Company’s Board of Directors (the “Board”). As President and Chief Executive Officer. Unless otherwise consented to by , Xxxxx shall oversee and direct the Employeeoperations of the Company (including direct or indirect supervision of management personnel of the Company), the Employee's positions and perform such other duties consistent with the Company shall be as its responsibilities of a President and Chief Executive Officer. The Employee shall have Officer of a public company and as may from time to time be assigned to Xxxxx by the Board, all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of Board. In addition, the Board may from time to time, in its sole discretion, assign to Xxxxx such other reasonable duties, authorities and responsibilities that are not inconsistent with Xxxxx’x position as the Board of Directors President and Chief Executive Officer of the Company, including without limitation, service as an officer and/or on the boards of directors and to the provisions committees of the Articles of Incorporation and Bylaws one or more of the Company’s subsidiaries, in each case, without additional compensation. The Employee Xxxxx shall have general executive charge devote to the Company’s business substantially all of his working time, provided Xxxxx may devote reasonable time as does not interfere with his performance of his duties under this Agreement to activities such as supervision of personal investments and activities involving professional, charitable, civic, educational, religious and similar types of activities, including membership on non-profit boards of directors. Service as a director of for-profit organizations shall require approval of the Board; provided, that the foregoing activities are not competitive with the business of the Company and do not interfere or conflict with all such powers as may be reasonably incident to such responsibilities; Xxxxx’x duties and he shall have such other powers and duties as designated in accordance with obligations on behalf of the Company or create a potential business or fiduciary conflict of interest. On January 24, 2024, Xxxxx was elected by the Company's Bylaws and ’s stockholders to serve as may be assigned to him from time to time by a director on the Chairman of the Board and the Board of DirectorsBoard. The Employee shall report directly Xxxxx shall, subject to the Company's Chairman of the Board and the Board of Directors and any executive committee fiduciary duties of the Board. The Company agrees , be nominated to, and be recommended to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementshareholders for, the Employee agrees to devote substantially his full time, attention management slate of directors at each annual meeting of shareholders that occurs during Xxxxx’x employment as the President and energies to Chief Executive Officer of the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in , for a term equal to that of other directors being nominated at such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companymeeting.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeTerm, the Employee's positions with Executive Chairperson shall hold the Company shall be as its President and Chief title of Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman Chairperson of the Board and be available to perform the Board duties customarily associated with this function, including (i) acting as chairperson of Directors the Board’s meetings and of meetings of the stockholders of the Company, and ; (ii) providing leadership to the provisions Board for the development, implementation and monitoring of near- and long-term strategic plans for the Company; (iii) facilitating discussions of the Articles of Incorporation Board regarding corporate strategy and Bylaws of critical issues facing the Company. The Employee shall have general executive charge ; (iv) acting as a liaison between the Company’s senior management and the Board and its committees; (v) advising the Company’s senior management on matters of Company operations; (vi) consulting periodically with the Chief Executive Officer of the Company with all to obtain such powers information concerning the Company’s business, operations, enterprise risk management, and strategic plans as may be reasonably incident necessary for the Board to such responsibilitiesdischarge its duties; and he shall have (vii) otherwise performing the duties of Chairperson of the Board, as well as such other powers and customary duties as designated may be determined and assigned by the Board and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive Chairperson will perform such duties described herein in accordance with the Company's Bylaws general fiduciary duty of executive officers and as may be assigned to him from time to time by directors arising under the Chairman of the Board and the Board of DirectorsDGCL. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company Executive Chairperson agrees to provide all information regarding herself as the Employee with Company requires to satisfy its disclosure obligations under applicable securities laws. The Executive Chairperson shall devote such accommodations time as are suitable is reasonably necessary to perform her duties to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement. The Executive Chairperson may perform her duties hereunder from the Executive Chairperson’s offices, the Employee agrees to devote substantially his full timeat home or elsewhere, attention and energies to including at the Company's business. This Agreement ’s offices in North Carolina or Executive Chairperson’s offices in New York City, and shall not be construed travel as preventing reasonably necessary in order to perform the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive Chairperson’s duties under this Agreement.

Duties. The Employee is engaged by Executive shall have the Company as its President normal duties, responsibilities, functions, and authority of the Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction power and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), and Executive shall report to the provisions of Board. Executive shall render to the Articles of Incorporation Company administrative, financial, and Bylaws other executive and managerial services that are consistent with Executive’s position as the Chief Executive Officer of the Company. The Employee shall have general executive charge of , as the Company with all such powers as Board may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him 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 Employment Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its Affiliates, and its Subsidiaries. So long as Executive is employed by the Chairman of the Board Company, Executive shall not, without prior notification and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee approval of the Board. The Company agrees , which may approve under such procedures as the Board or its executive committee shall from time to provide time approve, serve on the Employee with such accommodations as are suitable to board of directors of any other 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 character benefit of his positions with any Person other than the Company and adequate for the its Subsidiaries and Affiliates if such other activities or services interfere with Executive’s performance of his duties. During his employment Executive’s duties under this Employment Agreement, the Employee agrees to devote substantially his full time, attention and energies . Subject to the Company's business. This foregoing provision, nothing in this Employment Agreement shall not be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the Employee from board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such form or a manner as will not require his services Executive deems to be appropriate, including engaging in the daily operations of the affairs of the companies in which activities and investing with Xxxxxxx Capital; provided, however, no such investments are made. This other activity shall conflict with Executive’s obligations under this Employment Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.Executive’s performance of Executive’s duties under this Employment Agreement. ​

Duties. The Employee is engaged by Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company as its President the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the office of Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company Officer as shall be as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the provisions performance of the Articles Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of Incorporation one or more boards of directors of charitable or other professional organizations and Bylaws engaging in any activities permitted by Section 6.2(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company acknowledges that the Executive currently serves as a director of the Company. The Employee Company agrees that the Executive shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time nominated by the Chairman Nominating and Corporate Governance Committee of the Board and the Board of Directors. The Employee shall report directly for re-election to the Company's Chairman of the Board and the Board of Directors and any executive committee at each annual meeting of the Board. The Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company; provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company agrees due to provide disability, (b) the Employee with such accommodations as are suitable Company has not notified the Executive of its intention to terminate the character Executive’s employment for cause, and (c) the Executive has not notified the Company of his positions with the Company and adequate for the performance intention resign from his position of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations Chief Executive Officer of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. Director agrees to serve as an independent Director of the Company in Class [I/II] and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation, Bylaws, Code of Business Ethics and Conduct and Corporate Governance Guidelines of the Company (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Employee is engaged by Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that he expects he will be able to devote sufficient time and attention to the Company as its President is necessary to fulfill his responsibilities as a Director of the Company and Chief Executive Officerthat he expects the Other Employment will not in any way impact Director’s independence, and if he determines that is no longer the case, he will promptly notify the Company. Unless otherwise consented Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors; provided, that he is given reasonable advance notice of such meetings and they are scheduled at times when he is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Without limiting the generality of the foregoing, Director confirms that he is independent (as such term has been construed under Delaware law with respect to by directors of Delaware corporations and the EmployeeNew York Stock Exchange). Director also confirms that, the Employee's positions to his knowledge, (a) he does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company shall Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be as its President and Chief Executive Officer. The Employee shall have all unable to (i) exercise independent judgment based on the powers and agrees to perform all best interests of the duties associated with those positions, subject to the direction Company or (ii) make decisions and carry out his responsibilities as a Director of the Chairman Company, in each case in accordance with the terms of the Board Governance Documents and applicable law, and (b) he has no existing relationship or affiliation of any kind with any entity he knows to be a competitor of the Board Company. By execution of Directors this Agreement, Director accepts his appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the provisions terms of the Articles of Incorporation this Agreement, until his successor is duly elected and Bylaws of the Companyqualified or until Director’s earlier death, resignation or removal. The Employee shall have general executive charge parties hereto acknowledge and agree that Director is being engaged to serve as an independent Director of the Company with all such powers as may be reasonably incident only and is not being engaged to such responsibilities; serve, and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with not serve, the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two any other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companycapacity.

Duties. The Employee is engaged by As the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer of the duties associated with those positionsCompany, subject to under the direction of the Chairman of the Board and the Board of Directors of the Company (the “Board”), you will be responsible for the following: • You shall serve as President and Chief Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position, and shall report to the provisions Board through the Chairman of the Articles Board. Subject to applicable law and regulation, you shall also be appointed to the Board effective July 15, 2004 or as soon thereafter as practicable, and you shall perform your duties as a director of Incorporation the Company conscientiously and Bylaws faithfully. • You agree that, during the Employment Period as President and Chief Executive Officer of the Company, you shall have full and direct responsibility for managing all aspects of the Company. The Employee You shall have general executive charge full and direct responsibility for profit and loss and strategy development and implementation to achieve significant growth in Company share value consistent with the goals and direction provided by the Board. As President and Chief Executive Officer of the Company with Company, you shall devote substantially all such powers of your business time, energies and talents to serving the Affiliated Group (as may be reasonably incident defined in the Amended and Restated Employment Agreement) and, following your appointment to such responsibilities; the Board, as a director and he member of the Board. You shall have such other powers perform your duties hereunder conscientiously and duties as designated faithfully, subject to the lawful directions of the Board, and in accordance with the Company's Bylaws ’s corporate governance and as may ethics guidelines, conflict of interests policies, and codes of conduct (collectively, the “Company Policies”). During the Employment Period, it shall not be assigned a violation of this Agreement for you, subject to him from time to time by the Chairman requirements of Section 5 of the Board Amended and Restated Employment Agreement, to (A) serve on corporate, civic or charitable boards or committees, provided, that, without the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee written approval of the Board. The Company agrees , you shall be permitted to provide the Employee with serve on no more than one such accommodations as are suitable to the character of his positions with the Company corporate board, (B) deliver lectures or fulfill speaking engagements, and adequate for the performance of his duties. During his employment under this Agreement(C) manage personal investments, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as so long as such activities do not materially interfere with his work for the performance of your responsibilities as the President and Chief Executive Officer of the Company, or as a director of the Company or violate any Company Policies. You agree to serve upon request, without additional compensation, as an officer and director for each of the Company’s subsidiaries, joint ventures, limited liability companies and other entities, which, in each case, are affiliates, as well as entities in which the Company has a significant investment, as determined by the Board. • Such other functions consistent with the foregoing as the Board may assign from time to time.

Duties. The Employee is engaged by shall serve as the Company as its President and of GP Strategies, reporting directly to the Chief Executive Officer. Unless otherwise consented to Officer (or any person appointed or designated by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of GP Strategies to serve as GP Strategies’ highest-ranking executive (e.g., the CompanyChief Executive Officer or Chairman of the Board) (the “Direct Supervisor”) and shall perform the duties normally associated with such position and such other responsibilities consistent with Employee’s ability, qualifications and experience that GP Strategies may designate from time to time. Employee shall devote all of Employee’s business time and attention to the performance of Employee’s duties under this Agreement and to the provisions promotion and advancement of the Articles business interests of Incorporation GP Strategies. Employee shall comply with all applicable laws, rules, regulations, and Bylaws with the policies and procedures of GP Strategies. Employee will be located at GP Strategies’ headquarters in the Columbia, Maryland area but Employee shall travel as the needs of GP Strategies reasonably require. Notwithstanding anything herein, Employee shall not be precluded from serving on a board of directors of other corporations or non-profit organizations, with the prior written consent of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the CEO or Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee GP Strategies, or engaging in charitable, educational or community affairs that do not conflict with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment Employee's obligations under this Agreement. Employee shall promptly apply for and maintain a Department of Defense Top Secret Security Clearance as long as the US Government requires the President of GP Strategies to have such clearance. In the event that Employee's application for Top Secret Security Clearance is denied, or is withdrawn in the future (for reasons that do not implicate or involve any wrongful or inappropriate conduct by Employee), and Employee's employment with GP Strategies is subsequently terminated as a result of not having the Security Clearance, or this Agreement is subsequently terminated as a result of not Employee agrees to devote substantially his full timehaving the Security Clearance, attention and energies to the Company's business. This Agreement any such termination shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations a "cause" termination under Section 5.2 of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companythis Agreement.

Duties. The Employee is engaged by shall devote his full business time and attention to the Company as its duties of Chairman of the Board, President and Chief Executive Officer. Unless otherwise consented Officer of the Company and in such capacity shall report directly to the Board of Directors and shall be responsible for the overall management, strategic direction and financial and operating strategy of the Company, in accordance with the policies and directions adopted by the EmployeeBoard of Directors from time to time and such other responsibilities as may be directed to him by the Board of Directors of the Company consistent with the terms of this Agreement. In further consideration hereof, Employee shall act, upon the Company's request and for no additional compensation, in an executive officer and/or director capacity for any subsidiary of the Company, and at Employee's positions with the Company election, Employee shall be act as its President and Chief Executive OfficerOfficer for any subsidiary of the Company. The In the performance of his duties hereunder, Employee shall have at all the powers times report solely to and agrees to perform all of the duties associated with those positions, be subject to the direction of the Chairman Board of Directors of the Board Company and perform his duties hereunder subject to and in accordance with the resolutions of the Board of Directors of the Company, Company and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company , in each case consistent with all such powers this Agreement, as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by in effect. During the Chairman term of the Board and the Board of Directors. The this Agreement, Employee shall report directly be entitled to the Company's Chairman participate in any executive committees of the Board and the Board of Directors as from time to time constituted. The duties and responsibilities to be performed pursuant hereto by Employee for the Company and/or any executive committee subsidiary of the Board. The Company agrees shall not be modified to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for require the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's businessservices materially different from those customarily required of senior executive officers. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee employee from serving as an outside a director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as outside corporate boards so long as service on any such activities do board does not materially interfere require more than six business days annually and does not conflict with his work for Employee's duties to the CompanyCompany or otherwise require Employee to undertake substantial additional duties in connection therewith.

Duties. The Employee is engaged by Manager has primary responsibility for performing the Company as its President and Chief Executive Officeradministrative actions set forth in this Section 4.3. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee Manager shall have all the powers and agrees no duty or obligation to perform all of the duties associated comply with those positions, subject any directive from any Beneficial Owner in such capacity with respect to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the CompanyTrust Estate. The Employee Manager shall not have general executive charge of the Company any duty or obligation under or in connection with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Trust Agreement, the Employee agrees Trust, or any transaction or document contemplated hereby, except as expressly provided by the terms of this Trust Agreement, and no implied duties or obligations shall be read into this Trust Agreement against Manager. The right of Manager to devote substantially his full time, attention and energies to the Company's business. This Agreement perform any discretionary act enumerated herein shall not be construed as preventing a duty. To the Employee fullest extent permitted by applicable law, including without limitation Section 3806 of the Statutory Trust Act, (i) Manager’s duties and liabilities relating thereto to the Trust and Beneficial Owners shall be restricted to those duties expressly set forth in this Trust Agreement and liabilities relating thereto, and (ii) Manager has no fiduciary duties whatsoever to the Trust or to Beneficial Owners; provided, however, no provision of this Trust Agreement is intended to or shall eliminate Manager’s implied contractual covenant of good faith and fair dealing. Without limiting the generality of Section 4.2(a) above, Manager, for and on behalf of the Trust, is hereby authorized and directed to take each of the following actions necessary to conserve, protect, invest and manage the Trust Estate in a manner consistent with the Investment Objective: (1) accepting the contribution of the Defeasance Funds and entering into, executing, delivering and performing the Transaction Documents (including, without limitation, the Financing Documents the Engagement Agreement and the License Agreement); (2) complying with the terms of the Financing Documents and Transaction Documents; (3) holding and investing the Defeasance Funds in accordance with the Investment Objective; (4) engaging outside professional investment advisors to provide direction and guidance with respect to the investment of the Trust Estate in furtherance of the Investment Objective; (5) notifying the relevant parties of any default by them under the Transaction Documents; and (6) paying from investing assets the Trust Estate the liabilities, fees, costs, expenses and indemnities expressly contemplated to be paid with proceeds of the Defeasance Funds under the Transaction Documents, including, without limitation, pursuant to the Financing Documents, the Engagement Agreement and the License Agreement between UTW Fanfaire, LLC, as licensor, and Depositor, as licensee, and acknowledged by the Trust (as the same may be amended, modified, replaced and/or restated, the “License Agreement”). Manager shall keep customary and appropriate books and records relating to the Trust and the Trust Estate. Manager shall maintain appropriate books and records in order to provide reports of income and expenses to each Beneficial Owner as necessary for such Beneficial Owner to prepare his/her income tax returns regarding the Trust Estate. Manager shall prepare (or cause to be prepared), sign and timely file (or cause to be filed) all federal, state, local and foreign tax and information returns and tax reports with respect to the Trust. During the term of the Loan, Manager shall deliver or cause to be delivered to Lender and Depositor (x) within forty-five (45) days after the filing thereof, copies of the federal and state income tax returns for the Trust, together with all supporting schedules and the annual unaudited financial statements as of the end of the preceding calendar year, in each case certified by the Manager; and (y) within ninety (90) days after the end of each calendar year a written report summarizing management and investment activities and financial performance of the Trust. Manager shall not be required to act or refrain from acting under this Trust Agreement or the Transaction Documents if Manager reasonably determines, or has been advised by counsel, that such actions or inactions may result in personal liability, unless Manager is indemnified by the Trust and Beneficial Owners against any liability and costs (including reasonable legal fees and expenses) which may result in a manner and form reasonably satisfactory to Manager. Manager shall not, on its own behalf (in contrast to actions that Manager is required to perform on behalf of the Trust), have any duty to (i) file, record or manner as will not require his services deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document, (ii) pay or discharge any tax levied against any part of the Trust Estate, or (iii) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements from any party obligated under the Transaction Documents to provide such. Manager shall manage, control, distribute or otherwise deal with the Trust Estate in its discretion, subject to any restrictions or obligations set forth in the daily operations Transaction Documents or in this Trust Agreement. Upon written request, Manager shall provide to each Person who becomes a Beneficial Owner a copy of this Trust Agreement at or before the time such Person becomes a Beneficial Owner. Manager shall provide to Trustee a copy of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere Ownership Records contemporaneously with his work for the Companyeach revision thereto.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject Subject to the direction supervision and control of the Chairman of the Board and the Board of Directors of the Company (the “Board”) and Xxxxxxx Xxxxxxx or any successor as Chairman of the Company (the “Chairman”), Employee shall do and perform all services and acts reasonably necessary or advisable to fulfill the duties and responsibilities of his position including, without limitation, overall supervision and management of all day-to-day operations of the Company, and all matters pertaining to the provisions of the Articles of Incorporation research and Bylaws development, production, distribution, sale and marketing of the Company. The Employee shall have general executive charge ’s products and services and the employment of the Company with all Company’s employees and shall render such powers as may be reasonably incident to such responsibilities; and he services on the terms set forth herein. In addition, Employee shall have such other executive and managerial powers and duties as designated in accordance with respect to the Company's Bylaws Company and its parent, subsidiaries, affiliates and strategic partners as may reasonably be assigned to him by the Board or the Chairman to the extent that such additional executive and/or managerial powers and duties are consistent with the Employees powers and duties with Trestle prior to September 15, 2005. Employee shall, throughout the Term, devote such portion of his working time, attention, knowledge and skills faithfully and to the best of his ability, as shall be reasonably necessary to the duties and responsibilities of his position in furtherance of the business affairs and activities of the Company and its parent, subsidiaries, affiliates and strategic partners. Executive shall be entitled to provide his personal services to third parties on behalf of Synthetica Ltd. and/or any of its affiliates, and may serve as a consultant or otherwise as a member of the board of directors of other corporations or other business entities not otherwise in competition with the business of the Company (the “Outside Services”), but in any event only to the extent any such services shall not interfere with the full performance of his duties to the Company under this Agreement. Employee hereby represents and warrants that the Outside Services are and shall not be in competition with or related to in any way the business of the Company, and that his Outside Services shall not interfere with the full performance of his duties to the Company. Employee shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board or the Chairman may from time to time by the Chairman establish for employees of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.”

Duties. The Best Efforts: Indemnification. Employee is engaged by shall serve as Vice President of Engineering, Secretary and Chief Technical Officer of Company, subject only to the Company as its President and directions from the Chairman, Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its Vice Chairman, President and Chief Executive OfficerBoard of Directors of Company. The Subject only to the directions of those identified in the preceding sentence, Employee shall have supervision and control over, and sole responsibility for, all research, development and engineering management of the Company, and shall have such powers and agrees duties as may be from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time prescribed by the Board of Directors of the Company, and to provided that the provisions nature of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other Employee's powers and duties as designated in accordance so prescribed shall not be inconsistent with the CompanyEmployee's Bylaws position and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorsduties set forth herein. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character devote all of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention and energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the company and abide by all reasonable Company policies now or hereafter existing. Subject to the provisions of Company's business. This Agreement Certificate of Incorporation and Bylaws, each as amended from time to time, Company shall not be construed as preventing indemnify Employee to the Employee from investing assets in such form or manner as will not require his services in fullest extent permitted by the daily operations General Corporation Law of the affairs State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the companies performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in which such investments are madegood faith at Company's request. This Agreement Company shall also not be construed as preventing obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating acting in charitable or other not-for-profit activities as long as such activities do not materially interfere with good faith within his work capacities for the Company.

Duties. The Employee is engaged by Executive shall render exclusive, full-time services to the Company as its President and Company. Executive shall report to the Company’s Chief Executive Officer. Unless otherwise consented Officer (“CEO”) or, if the CEO position is unfilled, to another officer designated by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors (the “Board”) or to the Board itself, as determined by the Board in its sole discretion. (For purposes of this Agreement, the term “CEO” is used generically to refer to the CEO or such other person(s) to whom Executive is assigned to report.) Executive shall perform services under this Agreement primarily at the Company’s office in Austin, Texas, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time at such other locations as may be necessary or as otherwise reasonably requested by the Chairman of the Board and the Board of DirectorsCompany. The Employee shall report directly Subject to the Company's Chairman terms of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, Executive’s responsibilities, working conditions and duties may be changed, expanded or eliminated at the Employee agrees to sole discretion of the CEO. Executive shall devote substantially his Executive’s best efforts and full business time, skill and attention and energies to performance of Executive’s duties on behalf of the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets ; provided, however, that Executive may engage in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (civic and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities (e.g. charitable and industry association activities) as long as such activities do not materially interfere with his work for Executive’s obligations hereunder. During Executive’s employment with the Company, Executive agrees not to engage in any business or for-profit activities outside the Company, including serving on any advisory boards or boards of directors of for-profit entities, except with the prior written approval of the CEO, which approval may be rescinded at any time in the CEO’s sole discretion, provided that in the event of such rescission Executive shall be permitted reasonable time for orderly withdrawal from any board with respect to which such consent has been rescinded. By signing this Agreement, Executive represents that, to the best of Executive’s knowledge, Executive is not subject to any other contract or duty that would interfere in any way with Executive’s employment with the Company or performance of employment duties hereunder.

Duties. The Employee Executive is engaged by the Company employed as its Executive Vice President and Chief Financial Officer of Partners Trust during the Employment Term. As the Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its Vice President and Chief Financial Officer of Partners Trust, the Executive Officer. The Employee shall have all the powers render executive, policy and agrees other management services to perform all Partners Trust of the duties associated with those positionstype customarily performed by persons serving in similar executive and financial officer capacities and Partners Trust shall cause the Bank to appoint Executive to also serve as Executive Vice President and Chief Financial Officer of the Bank. During the Employment Term, the Executive shall serve as a full-time employee, and be subject to the direction of the Chairman Chief Executive Officer of the Board Employer and the Bank and such person(s) designated by the Chief Executive Officer of the Employer and the Bank to give direction to the Executive, and, in connection therewith to perform such duties as shall be directed by the Chief Executive Officer of the Employer and the Bank and such person designated by the Chief Executive Officer of the Employer and the Bank, and as are commensurate and consistent with the Executive’s title, position and experience. The Executive shall also perform such duties as the Board of Directors of the Company, and to Employer or the provisions Board of Directors of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as Bank may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time reasonably direct. During the Employment Term, there shall be no material decrease in the duties and responsibilities of the Executive otherwise than as provided herein, unless the parties otherwise agree in writing. During the Employment Term, the Executive shall not be required to relocate, without his consent, his place of employment to a location more than 65 miles away from the Bank’s Utica, New York headquarters location to perform his duties hereunder, except for reasonably required travel by the Chairman Executive on the business of the Board and Employer or the Board of DirectorsBank. The Employee shall report directly Executive is encouraged to the Company's Chairman of the Board affiliate with professional associations, business and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character civic organizations in support of his positions with the Company role as Executive Vice President and adequate for Chief Financial Officer, provided that Executive’s involvement in such activities does not adversely affect the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations duties on behalf of the affairs of Employer or the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyBank.

Duties. The Employee is engaged by Executive shall: (i) serve as and have the Company as its President and Chief title of Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board Board; (ii) report to the Board; (iii) have such duties and responsibilities as are assigned by the Board of Directors of the Companyfrom time to time in various areas which may include, but are not limited to, sales development, senior management evaluation and guidance, strategy review and activities related to mergers and acquisitions; and (iv) subject to the provisions of this Section 3 and Section 10 hereof, provide all services described in or otherwise related to clause (iii) above on an exclusive basis for the Articles of Incorporation and Bylaws benefit of the Company. The Employee Throughout the Term, Issuer shall have general executive charge elect Executive to, and Executive shall serve as a member of, the Board. Subject to the provisions of the Company with all this Section 3 and Section 10 hereof, Executive agrees to devote such powers as may be reasonably incident portions of his business time, energy, skills and best efforts to such responsibilities; employment while so employed as are, within his reasonable good faith judgment, necessary and he shall have such other powers desirable to accomplish the duties and duties as designated in accordance with the Company's Bylaws and as may be responsibilities assigned to him by the Board from time to time by time. Subject in all cases to the Chairman restrictions contained in Section 10 hereof, however, nothing in this Agreement shall preclude Executive (a) from engaging in charitable and community affairs (including without limitation, serving as a trustee or member of the Board and the Board board of Directors. The Employee shall report directly to the Company's Chairman directors of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form charitable or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approvecommunity organizations) or from participating in charitable or other not-for-profit activities as investing his personal assets so long as such activities do not materially interfere with his work for duties and responsibilities hereunder, (b) from serving as a member of the board of directors or as a trustee of not more than two corporations, associations or entities any securities of which are publicly traded or were issued pursuant to Rule 144A under the Securities Act of 1933, as amended (each a “Public Company”), or (c) with the prior written consent of the Issuer, which consent shall not be unreasonably withheld, conditioned or delayed, from serving as a general partner or other member of the board of directors, trustees or managers of such other partnership, corporation or company which is not a Public Company, it being understood that Executive’s membership, and participation in activities with respect to such membership, on the board of directors of Vivius, Inc., a privately held, consumer-driven health care company, has been previously consented to by the Issuer and the Company. Executive shall be entitled to have access to office space, as from time to time reasonably requested by him in order to discharge his duties hereunder, at the Company’s principal executive offices, at the offices of MCP in Cambridge, Massachusetts and (to the extent reasonably available) at the offices of Monitor Clipper Group in Chicago, Illinois and New York, New York. Executive shall also be entitled to receive, as from time to time reasonably requested by him in order to discharge his duties hereunder, secretarial and junior professional support from MCP and Monitor Clipper Group, as applicable.

Duties. The Employee is engaged by Executive will serve the Company as its President and in the capacity of the Company’s chief executive officer (the “Chief Executive Officer. Unless otherwise consented ”) and, in that capacity, Executive will perform his duties to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all best of the duties associated with those positionshis abilities, subject to the direction oversight of the Chairman Company’s board of directors (the “Board”). In addition to performing his duties as Chief Executive Officer, Executive shall serve as chairman of the Board (the “Chairman”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Board may impose through the Company’s authorizing resolutions or otherwise. As Chairman, Executive shall be entitled to receive the same fees and insurance coverage made available to other inside directors on the Board. During the Term of Directors Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers business ethics as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him are from time to time by in effect. During the Chairman Term of Employment, Executive shall not, without the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee prior approval of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character , which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of his positions with the Company and adequate or for the performance of his duties. During his employment under this Agreementbenefit of, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed any other “Person” (as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving defined below) as an outside director employee, advisor, member of up a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating work in any capacity for any charitable or other not-for-profit activities as long as organization; and, in the case of clauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not materially conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his work for current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties to the Company. “Person” or “person”, as used in this Agreement, means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject Subject to the direction and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), the Executive shall have direct responsibility for providing direction and to the provisions of the Articles of Incorporation and Bylaws of leadership for the Company’s pipeline and development programs in oncology and immunology for PRO 140. The Employee shall have general executive charge of Executive will be actively engaged in assisting to define the Company with all such powers as may be reasonably incident to such responsibilities; overall business strategy and he shall have such other powers and duties as designated in accordance with direction for the Company's Bylaws ’s clinical development plans, including strategic development and as may be assigned to him from time to time by the Chairman implementation of the Board clinical programs, collaboration with strategic partners and the Board further exploration of Directorsnew and existing patent protection for PRO 140 in oncology and immunology. The Employee shall report directly to Executive will also have oversight responsibilities for the Company's Chairman of ’s Scientific Advisory Board. In addition, Executive shall also serve as CBDO, with duties, authorities and responsibilities commensurate with a Chief Business Development Officer at the Board and the Board of Directors and any executive committee pleasure of the Board. The Company Executive shall report to, and be subject to the lawful direction of the Chief Executive Officer (“CEO”). The Executive agrees to provide the Employee with such accommodations as are suitable perform to the character best of his positions Executive’s ability, experience, and talent those acts and duties, consistent with the Company positions of CMO and adequate for CBDO, as the performance CEO shall from time to time direct. The Executive will also report to the Board on such matters as the Board may request or as directed by the CEO. The Executive agrees to perform to the best of his the Executive’s ability, experience, and talent those acts and duties, consistent with the position of General Counsel, as the CEO shall from time to time direct. During his employment under the Term, the Executive also shall serve as a member of the Board and Chairperson upon appointment and thereafter at the pleasure of the Board, and in such other positions or capacities as may, from time to time, be reasonably directed by the CEO or the Board, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of the board of directors or similar governing body of any of the Company’s subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Company’s subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, “Affiliate” of any individual or entity means any other individual or entity that directly or indirectly controls, is controlled by, or is under common control with, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form individual or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyentity.

Duties. The Best Efforts: Indemnification. Employee is engaged by shall serve as Chairman of the Company as its Board, President and Chief Executive Officer, subject only to the directions from the Board of Directors of Company. Unless otherwise consented Subject only to by the Employeedirections of those identified in the preceding sentence, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have supervision and control over, and sole responsibility for, all executive management of the Company, and shall have such powers and agrees duties as may be from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time prescribed by the Board of Directors of the Company, and to provided that the provisions nature of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other Employee's powers and duties as designated in accordance so prescribed shall not be inconsistent with the CompanyEmployee's Bylaws position and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorsduties set forth herein. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character devote all of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention and energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the company and abide by all reasonable Company policies now or hereafter existing. Subject to the provisions of Company's business. This Agreement Certificate of Incorporation and Bylaws, each as amended from time to time, Company shall not be construed as preventing indemnify Employee to the Employee from investing assets in such form or manner as will not require his services in fullest extent permitted by the daily operations General Corporation Law of the affairs State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the companies performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in which such investments are madegood faith at Company's request. This Agreement Company shall also not be construed as preventing obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating acting in charitable or other not-for-profit activities as long as such activities do not materially interfere with good faith within his work capacities for the Company.

Duties. 1.1 The Employee is engaged by Executive shall be employed as the Chief Executive Officer (the “CEO”) of the Company. In such capacity, the Executive shall report to the Board of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction supervision of the Chairman of the Board Board. The Company shall employ the Executive on a full-time basis and the Board Executive shall devote his full time diligent professional efforts to the performance of Directors his duties as CEO of the CompanyCompany (which shall be as of November 1st. During the Executive’s employment with the Company he shall devote his commercially reasonable efforts and his full business time, skill and attention to the provisions performance of the Articles of Incorporation and Bylaws his duties on behalf of the Company. The Employee Executive shall have general be permitted to (i) continue to engage in the charitable and civic activities with which he is currently involved (ii) continue to serve as a non-executive charge director on the boards of directors of Osprey Medical, Inc., MilkSmart, Inc. and QXMedical, LLC, and (iii) engage in other charitable or civic activities, provided that such activities described in (i) through (iii) above do not unreasonably interfere with the performance of his duties on behalf of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated determined in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman reasonable discretion of the Board and the Board of Directors. The Employee Executive shall report directly perform the duties, services and responsibilities as are consistent with the positions held by the Executive from time to time, including, but not limited to: · the general management and supervision of the business and personnel of the Company and its subsidiaries; · enhancing revenue levels, operational efficiencies and bottom-line results in the Company's Chairman ; · providing necessary leadership to all staff for the Company, including ensuring staff retention and appropriate succession; · reviewing, setting and implementing the strategic and operating plans and budgets for the company. For the next twelve months, these will include but not necessarily be limited to: · completion of the present Phase I U.S. IDE trial; · reviewing the data collection from the trial to ensure the proper endpoints are being met and to determine if these endpoints remain appropriate for the future U.S. Pivotal Trial and in marketing the technology; · reviewing, setting and implementing the plan and budget for preparing for and submitting the application for FDA approval of a Pivotal Trial and for the implementation of that trial once approved; · reviewing, setting and implementing the plan and budget for the application for XX-Xxxx approval and preparing an outline of the broad parameters of a plan for marketing the C-Pulse outside of the USA; · working with the Company’s Board of Directors to develop plans for raising capital to fund the Company’s activities from 2010 onwards and preparing and implementing action plans to achieve the agreed objectives; · working with the Company’s Board of Directors to develop and pursue potential strategic options for the Company in the short and medium term (including potential linkages with major health care players); and · all such other duties, as from time to time, are required by the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyDirectors.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as its President and Chief Executive Officerare specifically set forth in this Agreement. Unless otherwise consented to by the Employee, the Employee's positions with Each of the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers Selling Stockholders acknowledges and agrees to perform all that: (i) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Board Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of Directors evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and (iv) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and the Board Selling Stockholders and that the several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide and each Selling Stockholder acknowledges that the Employee with such accommodations as are suitable Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for the performance Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. The Employee is engaged Executive will hold the office of Chief Financial Officer (“CFO”). Executive will have such duties and responsibilities as may be assigned, from time to time, by and subject to the direction and supervision of, and shall report to, the Company’s Chief Executive Officer, including, in Executive’s capacity as CFO, such duties and responsibilities to the subsidiaries of the Company as its President may be assigned, from time to time, by and subject to the direction and supervision of the Company’s Chief Executive Officer. Unless otherwise consented During the Term, and excluding any periods of vacation or personal leave to by which Executive is entitled, (i) Executive will render Executive’s services on an exclusive basis to the EmployeeCompany, primarily at the Employee's positions with the Company shall be as its President Company’s facility in and Chief around Dallas, Texas, (ii) Executive Officer. The Employee shall have all the powers and agrees to perform will apply on a full-time basis all of the duties associated with those positions, subject Executive’s skill and experience to the direction performance of Executive’s duties, and (iii) Executive may have no other employment and, without the Chairman of the Board and the Board of Directors prior written consent of the Company, no outside business activities (provided that the management of Executive’s personal or family assets and to the provisions of the Articles of Incorporation affairs and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from Executive’s time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall spent on charitable activities will not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an deemed outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as so long as such activities do not materially significantly interfere with his work for Executive’s performance of duties under this Agreement). Executive will perform Executive’s duties under this Agreement with fidelity and loyalty to the Company, to the best of Executive’s ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Executive’s duties and responsibilities and in accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all policies, rules and regulations of the Company as well as all directives and instructions from the Company’s Chief Executive Officer or the board of directors of the parent of the Company, RMG Networks Holding Corp., a Delaware corporation (the “Board”). The Company shall have the right to purchase in Executive’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder, and Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization of Executive.

Duties. The Employee is engaged by Executive will serve the Company as its in the capacity of Executive Vice President and Chief Financial Officer and, in that capacity, Executive Officer. Unless otherwise consented will perform his duties to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all best of the duties associated with those positionshis abilities, subject to the direction oversight of the Company’s Chairman of the Board of Directors (the “Board”) and Chief Executive Officer (the “Chairman and CEO”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Chairman and CEO or the Board may impose through the Company’s authorizing resolutions or otherwise. During the Term of Directors Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers business ethics as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him are from time to time by in effect. During the Chairman Term of Employment, Executive shall not, without the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee prior approval of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character , which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of his positions with the Company and adequate or for the performance of his duties. During his employment under this Agreementbenefit of, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed any other “Person” (as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving defined below) as an outside director employee, advisor, member of up a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating work in any capacity for any charitable or other not-for-profit activities as long as organization; and, in the case of clauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not materially conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his work for current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties to the Company. “Person” or “person” as used in this Agreement means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity.

Duties. The Employee is engaged by (a) Director agrees to the Company and to devote as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be much time as its President and Chief Executive Officer. The Employee shall have all the powers and agrees is reasonably necessary to perform all of the his duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors as a Director of the Company, and to the provisions including duties as a member of one or more committees of the Articles of Incorporation and Bylaws of Board, to which the CompanyDirector may hereafter be appointed. The Employee shall have general executive charge of the Company with all Director will perform such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated described herein in accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company's Bylaws , and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature, and use reasonable business efforts to coordinate his respective commitments so as may be assigned to him fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Chairman Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company currently intends to hold at least one regular meeting of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the Board of Directors business and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies Company. Director shall be given reasonable advance notice of such meetings, and they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in which such investments are made. This Agreement shall also not be construed person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as preventing the Employee from serving as an outside director of up to two other for-profit companies (reasonably requested and such additional companies as agreed upon by the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities and make himself available to the Company at mutually convenient times and places, as long as such activities do not materially interfere with his work for the Companyappropriate and convenient.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction and control of the Chairman Chief Executive Officer of the Board Company (the “CEO”). Executive duties and responsibilities shall be those generally performed by a General Counsel of a Company of a similar size and in a similar industry as the Board of Directors Company and Executive shall report directly to the CEO. Executive shall perform such other duties and functions for and on behalf of the Company, consistent with his position and to the provisions experience, as are reasonably requested of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him Executive from time to time by the Chairman 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 Board Company; provided, however, that Executive shall in any event be permitted (a) to be a member of the boards of directors (or similar governing bodies) of other entities and (b) to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the Board CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as of Directorsthe date hereof and disclosed on Exhibit A shall be deemed conclusively approved. The Employee Except as set forth on Exhibit A hereto, Executive represents and warrants as of the date hereof and as of the Effective Date that he is not a member of any board of directors or similar governing bodies of any entity other than the Company or its subsidiaries. Executive, in the performance of Executive’s duties hereunder, shall report directly use good faith, reasonable efforts to cause the activities of the Company to be conducted substantially in accordance with the terms of the limited liability company operating agreement of the Company as amended and in effect from time to time and applicable laws, and will, in all material respects, observe and adhere to the Company's Chairman ’s code(s) of the Board conduct and the Board of Directors ethics and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations other corporate governance codes and policies as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form now existing or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for be adopted by the Company.

Duties. The Employee is engaged by During the Company Term of Employment, Executive shall be employed as its President Chairman and Chief Executive Officer. Unless otherwise consented Officer of the Company and will act in accordance with, and be subject to the policies and procedures as may be duly adopted by the Employee, Board of Directors (the Employee's positions with "Board") from time to time. Executive shall perform such duties as are consistent therewith as the Company Board shall designate. Executive will be as its President responsible for the management and Chief Executive Officer. The Employee shall have operations of all the powers and agrees to perform all aspects of the duties associated Company's business including, but not limited to, licensing, development and enforcement of the Company's patents, patent acquisitions, strategic relationships with those positionsthird 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 current and future budget and staff, and profit and loss accountability for the direction of Company in its entirety. Executive shall use his best efforts to perform well and faithfully the 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 to other convertible securities) or he has been Terminated for Cause (as defined in Section 9 hereof) or left the provisions 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 Articles of Incorporation Board, any references herein to decisions or determinations to be made by the Board with respect to Executive (including, without limitation, matters relating to compensation and Bylaws termination) shall be made by a majority of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman then members of the Board excluding Executive, who shall recuse himself and the Board of Directors. The Employee shall report directly abstain from voting with respect to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companymatters.

Duties. The Employee is engaged by the Company as its As President and Chief Executive Officer. Unless otherwise consented , the Executive shall perform all duties and have all powers associated with these positions, as set forth in any job description provided to the Executive by the Employee, Bank or the Employee's positions with Corporation and/or as assigned to him by the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board Boards of Directors of the CompanyCorporation and/or the Bank. The duties and responsibilities assigned to the Executive by the Boards of Directors of the Corporation and the Bank shall be consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions held by the Executive pursuant to the terms of this Agreement. During the period of Executive’s employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the provisions faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Articles of Incorporation Corporation, the Bank and Bylaws direct or indirect subsidiaries of the Company. The Employee shall have general executive charge Corporation or the Bank and participation in community, professional and civic organizations; provided, however, that, with the approval of the Company with all Boards of Directors of the Corporation and the Bank, as evidenced by a resolution of such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him board, from time to time by time, Executive may serve, or continue to serve, on the Chairman boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such judgment of the Board Boards of Directors of the Corporation and the Board Bank, will not present any conflict of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions interest with the Company and adequate for Corporation, the Bank or its Subsidiaries, or materially affect the performance of his dutiesExecutive’s duties pursuant to this Agreement. During his employment under Notwithstanding the foregoing, without the prior written consent of the board of directors of each of the Corporation and the Bank, during the term of this Agreement, the Employee agrees Executive shall not render services to devote substantially his full timeor for any person, attention firm, corporation, or other entity or organization in exchange for compensation, regardless of the form in which the compensation is paid and energies regardless of whether it is paid directly or indirectly to the Company's businessExecutive. This Agreement Nothing in this Section 1.2 shall prevent the Executive from managing personal investments and affairs, provided that doing so does not be construed as preventing interfere with the Employee from investing assets in such form or manner as will not require his services in the daily operations proper performance of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (Executive’s duties and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyresponsibilities under this Agreement.

Duties. The Company does hereby hire, engage, and employ the Employee is engaged by as the Chief Financial Officer and Senior Vice President of the Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of the Company as its the presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Financial Officer and Senior Vice President of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Managers of the Company as to the duties (which shall be consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of a company with sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Managers of the Company to be performed or refrained from by her consistent with her positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Unless otherwise consented Throughout the Period of Employment, Employee shall devote her full time, energy, and skill to by the Employee, the Employee's positions with performance of her duties for the Company shall be as its President and Chief Executive Officer. The Employee shall have all for the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge benefit of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsXxx. The Xxxxxx Company Group. Employee shall report directly exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany under this Agreement. The Company agrees to provide the shall furnish Employee with such accommodations office, secretarial and other facilities and services as are suitable to the character of his positions with the Company and adequate reasonably necessary or appropriate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention Employee's duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies consistent with her position as the Board Chief Financial Officer and Senior Vice President of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The During the Term of Employment, Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the duties associated with those positions, subject to that may be required by the direction express and implicit terms of the Chairman of the Board this Agreement and the Board of Directors of the Company, which are both customarily performed by an employee situated in similar position and to the provisions reasonable satisfaction of the Articles of Incorporation and Bylaws President of the Company. The Employee Such duties shall have general executive charge be provided at such places as the needs, business, or opportunities of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him require from time to time and shall include, but not be limited to, attending to all financial matters related to the Company including financial reporting, mergers & acquisitions, other capital structure matters and investor relations, SEC and other regulatory compliance, outside counsel, accountants, and other consultants as may be engaged, and building and managing the administrative and accounting department's functions, roles and responsibilities. It is further contemplated by the Chairman parties hereto that, subject to satisfactory performance by Employee and at the discretion of the Board President, Employee's responsibilities will be increased over the term hereof to include additional operational oversight and the Board of Directors. The management Employee shall report directly not, without prior written consent of the President of the Company during the Term of Employment, other than the Performance of duties naturally inherent in the business of the Company as applicable, perform services of any professional or commercial nature for any other person or firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with his employment hereunder, Employee may: (a) attend to outside investments; (b) serve as a director, trustee, or officer of or otherwise participate in professional, educational, welfare, social, religious and civic organizations; and (c) serve as a director, officer or employee of any other entity if and to the extent consented to in writing by the President of the Company. Employee shall arrange his affairs and lifestyle so that he can perform his duties from the Company's Chairman offices currently located at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx or at office facilities at such other locations approved by the President of the Board and the Board of Directors and any executive committee Company. If Employee fails to continue to perform his duties upon a reasonable change of the Board. The current Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate headquarters, this contract shall be deemed terminated for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for cause by the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject Subject to the direction supervision and control of the Chairman of the Board and the Board of Directors of the Company (the “Board”) and the Chief Executive Officer of the Company (the “CEO”), Employee shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his position including, without limitation, keeping of the books and records of the Company, all accounting, compliance, filings and other activities related to the Company’s status as a publicly-traded company, the management of all day-to-day operations of the Company, and all matters pertaining to the provisions of the Articles of Incorporation research and Bylaws development, production, distribution, sale and marketing of the Company. The Employee shall have general executive charge ’s products and services and the employment of the Company with all Company’s employees and shall render such powers as may be reasonably incident to such responsibilities; and he services on the terms set forth herein. In addition, Employee shall have such other executive and managerial powers and duties as designated in accordance with respect to the Company's Bylaws Company and its parent, subsidiaries, affiliates and strategic partners as may reasonably be assigned to him by the Board or the CEO. Except for sick leave, paid time off (as provided in Section 4.3 below), and leaves of absence excused by the Board or the CEO, Employee shall, throughout the Term, devote all his working time, attention, knowledge and skills faithfully and to the best of his ability, to the duties and responsibilities of his position in furtherance of the business affairs and activities of the Company and its parent, subsidiaries, affiliates and strategic partners; provided, that with the consent of the Board, which consent shall not be unreasonably withheld, Executive shall be entitled to serve as a member of the board of directors of other corporations not in competition with the Company (the “Outside Services”), but in any event only to the extent such services shall not interfere with the full performance of his duties to the Company under this Agreement. The Company acknowledges that Employee currently holds board positions with Synthetica Ltd. and its clients Synthetica Holdings LLC, The IDEAS Studio Inc, and Microwave Photonics, Inc., (the “Synthetica Related Parties”) and Topline Farm, Inc., Topline Farm LLC and Hall Manor, Inc. (Personal Companies). Employee hereby represents and warrants that the Synthetica Related Parties and Personal Companies are not in competition with or related to in any way the business of the Company, and that his Outside Services to the Synthetica Related Parties and Personal Companies shall not interfere with the full performance of his duties to the Company, and based on these representations the Company hereby consents to Employee’s continued Outside Services to the Synthetica Related Parties and Personal Companies. Employee shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board or the CEO may from time to time by the Chairman establish for employees of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by During the Term of this Agreement, whether Initial or Successor, the Executive shall render to the Company services as its President President, and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the such duties normally associated with those positionsthat position, including but not limited to the formulation and implementation of business strategies and initiatives, overseeing and developing marketing plans, and initiating and reviewing merger and acquisition opportunities, and as may otherwise be reasonably designated by and subject to the direction of the Chairman of the Board and the Board of Directors supervision of the Company's Chief Executive Officer and its Board of Directors, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have serve in such other powers additional capacities appropriate to his responsibilities and duties skills as shall be designated in accordance with by the Company's Bylaws and as may be assigned to him from time to time by the Chairman , through action of the Board its Chief Executive Officer and the Board of Directors. The Employee During such Term, the Executive shall report directly devote his primary and substantial business attention, time and energies to the operations and affairs of the Corporation, and will use his best efforts to promote the interests and reputation of the Company, provided that he may pursue such other activities, both remunerative and non-remunerative, as do not interfere or compete with, to any material degree, the 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 Chairman Board of Directors, provided that the Executive's current and any continuing membership on the board of directors of each of Fast Lane Travel, Inc. ("FAST LANE TRAVEL"), World Airways, Inc., IJBI, Inc., Aden Enterprises or Epsilon, Inc. is hereby approved, as are any operational or administrative activities engaged in by the Executive in performing services for Xxxx.xxx, within the period ending June 1, 2000, involving no more than 32 hours per month and which are not competitive to the interests of the Board and Company. The Company shall cause the Executive, as of the date of this Agreement, to be appointed to membership on the Company's Board of Directors and any executive committee covenants that its best efforts shall be used during the Term to cause the Executive to be nominated for and, with shareholder approval, elected to continued and uninterrupted service in that capacity. The Executive represents and warrants to the Company that, other than under the terms of the Board. The Company agrees to provide the Travel Industries, Inc. Employee with such accommodations as are suitable Confidentiality Agreement, dated September 16, 1999, a complete and correct copy of which has been furnished to the character of his positions Company, (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 Company 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 adequate for (c) in the performance of his duties. During his employment under this Agreementduties hereunder, the Employee agrees he will not make use of materials or information proprietary to devote substantially his full time, attention any former employer and energies which are not generally available to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companypublic.

Duties. The Employee is engaged by Executive shall report to the Company respective Boards of Directors of Lakeland Bancorp and Lakeland Bank (each, a “Board” and collectively, the “Boards”) and have the title of President and Chief Executive Officer of Lakeland Bancorp and Lakeland Bank. The Executive shall be nominated for election (i) as its a member of the Lakeland Bank Board at each annual meeting of the sole shareholder of Lakeland Bank occurring during the Term and (ii) as a member of the Lakeland Bancorp Board at each annual meeting of shareholders of Lakeland Bancorp at which the Executive’s term as a director of Lakeland Bancorp expires occurring during the Term. The Executive initially shall be appointed to the Lakeland Bank Board and the Lakeland Bancorp Board on April 2, 2008, and shall be nominated to stand for election at Lakeland Bancorp’s 2008 annual meeting of shareholders for a term of two years. The Executive shall have such duties as are consistent with the Executive’s experience, expertise and position as President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee as shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him the Executive from time to time by the Chairman respective Boards. During the Term, except for vacation in accordance with the provisions of this Agreement and the Employer’s policies or due to illness or incapacity, the Executive shall devote all of the Board Executive’s business time, attention, skill and the Board of Directors. The Employee shall report directly efforts exclusively to the Company's Chairman business and affairs of the Board Employer and its affiliates. Notwithstanding the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable foregoing, to the character of his positions with extent that the Company and adequate for following does not impair the performance of his duties. During his employment under Executive’s ability to perform the Executive’s duties pursuant to this Agreement, nor violate the Employee agrees to devote substantially his full timeterms of the provisions set forth in Section 6 hereof, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive may (1) make personal investments in such form or manner as will not neither require his the Executive’s services in the daily operations of the operation or affairs of the companies business in which such investments are made. This Agreement shall also not be construed as preventing , (2) serve on the Employee from serving as an outside director board of up to two directors of one or more charitable organizations and (3) serve on the board of directors of other for-profit companies (and such additional companies as with the Board advance written consent of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyBoards.

Duties. (a) The Employee is engaged by the Company Executive has been elected as its Senior Vice President and Chief Executive Officer. Unless otherwise consented to by Financial Officer of the EmployeeCompany, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and he agrees to perform all serve as such during each year of the duties associated with those positions, subject term of this Agreement that he is elected to such office and until his successor is elected and qualified. If at any time prior to the direction expiration of the Chairman of the Board and this Agreement, the Board of Directors of the Company, Company shall fail to reelect Executive as Senior Vice President and to the provisions of the Articles of Incorporation and Bylaws of Chief Financial Officer at the Company's Annual Organizational Meeting (except as a result of termination pursuant to Section 7 hereof), Executive's employment hereunder shall terminate ninety (90) days after the date of such meeting. The Employee During said ninety-day (90-day) period the Executive shall have general executive charge of the Company with all such powers as may continue to be reasonably incident to such responsibilities; and he employed under this Agreement, shall have such other powers and duties as designated in accordance cooperate fully with the Company's Bylaws Board of Directors and shall devote his full business time and attention to such duties not inconsistent with the provisions hereof as may he shall be assigned to him from time to time by the Chairman of the Board and the Company's Board of Directors. The Employee Upon termination of Executive's employment hereunder pursuant to this Section 4(a), the Executive shall report directly to the Company's Chairman resign as an officer of the Board Company and each of its subsidiaries of which he shall then be a director and/or officer. Notwithstanding any such termination, the Board Executive, provided he does not violate the provisions of Directors Section 9 hereof, shall be entitled to receive (i) as severance pay an amount equal to his Salary, at the rate in effect at the time of termination of employment hereunder, for a period of two (2) years after the date of such termination, payable in monthly installments, and any executive committee (ii) the certain benefits provided for in Section 8 hereof, for a period of two (2) years after the Boarddate of such termination or such shorter period as provided in Section 8. The Company agrees If Executive's employment hereunder shall terminate pursuant to provide the Employee with this Section 4(a), such accommodations as are suitable to the character of his positions termination shall not prevent Executive from accepting other employment with the Company and adequate for or otherwise after the performance effective date of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companytermination.

Duties. The Company does hereby hire, engage, and employ Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and Employee does hereby accept and agree to such hiring, engagement and employment. Employee shall serve Company in such positions, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. Subject to specific elaboration by the Company's Board of Directors as to the provisions duties (which shall be consistent herewith and with Employee's offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge entail those duties customarily performed by a Chairman of the Company with all a sales volume and the number of employees commensurate with those of Company. . Throughout the Period of Employment, Employee shall devote part of his time, energy, and skill to the performance of his duties for Company. The foregoing notwithstanding, Employee shall be permitted to (1) engage in charitable and community affairs, (ii) act as a officer and/or director of any corporations or organizations outside Company and -------------------------------------------------------------------------------- receive compensation therefore, and (iii) to make investments of any character in any business or businesses not in competition with Company and to manage such powers investments. Employee shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to Company under this Agreement. The Company shall furnish Employee with office, secretarial and other facilities and services as may be are reasonably incident necessary or appropriate for the performance of Employee's duties hereunder and consistent with his positions as to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company Company, as its the Company’s President and Chief Executive Officer. Unless otherwise consented Officer and in such additional executive level position or positions as shall be assigned to him by the EmployeeCompany’s Board of Directors. While serving in such executive level position or positions, the Employee's positions with the Company Executive shall report to, be as its President responsible to, and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the take direction of the Chairman of the Board and from the Board of Directors of the CompanyCompany (the “Board”). During the Term of this Agreement (as defined in Section 2 below), the Executive agrees to devote substantially all of his working time to the position he holds with the Company and to faithfully, industriously, and to the provisions best of his ability, experience and talent, perform the duties that are assigned to him. The Executive shall also observe and abide by the reasonable corporate policies and decisions of the Articles Company in all business matters. The Executive represents and warrants to the Company that Exhibit A attached hereto sets forth a true and complete list of Incorporation (a) all offices, directorships and Bylaws other positions held by the Executive in corporations and firms other than the Company and its subsidiaries, and (b) any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Executive (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of their class and real estate). The Executive will promptly notify the Board of any additional positions undertaken or investments made by the Executive during the Term if they are of a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Executive’s other positions or investments in other firms do not create a conflict of interest, violate the Executive’s obligations under this Section or Section 7 below or cause the Executive to neglect his duties hereunder, such activities and positions shall not be deemed to be a breach of this Agreement. It is expected that upon any vacancy on the Board, the Company’s Board intends to cause the Executive to fill such vacancy and to nominate the Executive for election to the Board at the immediately following shareholders’ meeting. In the event that the Executive serves as a member of the Board or as an officer or director of any affiliate of the Company. The Employee , such service shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such no additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companycompensation.

Duties. On the terms and subject to the conditions set forth herein, the Employer employs the Executive to serve as the President and Chief Executive Officer of DCBF and as President and Chief Executive Officer of DCB&T. The Employee is engaged Executive shall perform the regular duties commensurate with his position, subject to the control and supervision of the Boards of Directors, as from time to time may be reasonably assigned to Executive by Employer based upon his position. Executive shall devote Executive’s best efforts to the affairs of Employer, serve faithfully and to the best of Executive’s ability and devote all of Executive’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Executive may affiliate with professional associations, business and civic organizations, provided that Executive’s involvement in such activities does not adversely affect the performance of his duties on behalf of Employer. Executive shall also serve on the Board of Directors of, or as an officer of, Employer’s affiliates, if requested to do so by the Company Boards of Directors of Employer. Executive agrees to serve as its a Director of the Bank if elected by the shareholders, but agrees that he shall have no vote regarding matters pertaining to his employment as President and Chief Executive Officer. Unless otherwise consented , including but not limited to by the Employeehis duties, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsresponsibilities, subject to the direction of the Chairman of the Board and the Board of Directors of the Companygoals, job performance, and to the provisions of the Articles of Incorporation compensation, and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as further agrees that he may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time be excused by the Chairman of Board from discussions regarding such matters and that the Board and may in its sole discretion meet with other senior Bank managers out of Executive’s presence to discuss such matters. However, upon termination for any reason the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his Executive’s employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed Executive will immediately resign as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations a Director of the affairs of Bank and will sign all documents necessary to accomplish such resignation. In the companies in which such investments are madeevent Executive refuses to sign documents necessary to so resign then this document will act as the resignation pursuant to this paragraph. This Agreement Executive shall also not be construed compensated for services as preventing a Director in accordance with the Employee from serving as an outside director of up to two other for-profit companies (Bank’s standard policies and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work practices for the Companycompensating its Directors.

Duties. The Employee is engaged During the Term, Executive shall be employed by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Officer and President of the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsOP and, subject to the direction of the Chairman of the Board and the Board of Directors of the Companyas such, Executive shall faithfully and to the provisions best of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of his ability perform for the Company with all and the OP the duties of such powers as may be reasonably incident to such responsibilities; offices and he shall have perform such other powers duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman Board of Trustees of the Company (the “Board”), and as an officer, manager, agent, trustee or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive’s position as Chief Executive Officer; provided, however, that Executive’s service in such positions with a joint venture or affiliate that is not a majority owned subsidiary shall be subject to the mutual agreement of Executive and the Company. The Executive shall report to the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable Subject to the character discretion of the Nominating and Corporate Governance Committee of the Board, Executive shall continue to serve as a member of the Board and, at the request of the Board, as a member of the board of directors (or equivalent) of any Subsidiary without additional compensation. Executive shall devote his positions with the Company business time and adequate for effort exclusively to the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing employed by or provide business services to any other person or entity. Notwithstanding the Employee foregoing, nothing herein shall prohibit Executive from investing assets (i) engaging in such form personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or manner as will not require his services in the daily operations its affiliates; (ii) subject to prior approval of the affairs of the companies in Board, which such investments are made. This Agreement approval shall also not be construed as preventing unreasonably withheld, accepting directorships unrelated to the Employee from serving as an outside director Company that do not give rise to any conflict of up to two other for-profit companies interests with the Company or its affiliates; and (and such additional companies as the Board of Directors may hereafter approveiii) or from participating engaging in charitable or other not-for-profit activities as and civic activities, so long as such activities and outside interests described in clauses (i), (ii) and (iii) hereof do not materially interfere interfere, in any material respect, with the performance of Executive’s duties hereunder. The Executive shall perform his work for duties at the principal office of the Company.

Duties. The Employee is engaged by Executive shall have the Company as its President position (including status, offices, titles and reporting requirements), authority, duties, and responsibilities included in the Company’s bylaws and that are customarily associated with the Chief Executive Officer. Unless otherwise consented Officer of a bank having assets similar in nature and value to by the Employee, assets of the Employee's positions Bank and with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers Officer of a financial services holding company having assets similar in nature and agrees to perform all of the duties associated with those positions, subject value to the direction of the Chairman of the Board and the Board of Directors assets of the Company, to serve in a similar capacity for any other entity that is controlled by, controlling or under common control with BancorpSouth, and to the provisions of the Articles of Incorporation discharge any other duties and Bylaws of responsibilities that the Company. The Employee shall have general executive charge ’s Board of the Company with all such powers as may be Directors lawfully and reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned assigns to him from time to time. Executive shall devote substantially all of his professional working time by and attention to the Chairman benefit of BancorpSouth under the terms of this Agreement. Executive may from time to time engage in civic and social activities that are not inconsistent with his duties hereunder and that do not prevent him from timely and adequately performing his duties described herein. Nothing herein is intended to prevent Executive from maintaining passive investments in other enterprises in which Executive is not an officer, director or service provider or in a publicly traded company in which Executive owns less than one percent (1%) of the Board and equity securities. During the Board Term (as hereafter defined) of Directors. The Employee shall report directly to this Agreement, the Company's Chairman of the Board and the ’s Board of Directors and any executive committee the Bank’s Board of Directors shall (a) appoint the BoardExecutive as a director, and (b) nominate the Executive as a candidate to stand for election as a director at each shareholders’ meeting at which the Executive’s term as a director would otherwise expire. The Company agrees to provide If the Employee with such accommodations Executive is elected as are suitable to the character a director of his positions with the Company and adequate for the performance of his duties. During his employment under this AgreementBank, the Employee he agrees to devote substantially serve and shall fulfill his full time, attention and energies to duties as director without additional compensation. At the Company's business. This Agreement ’s request, Executive shall not be construed serve the Company and any of its direct or indirect subsidiaries in other offices and capacities consistent with Executive’s position as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations Chief Executive Officer of the affairs of Company and the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such Bank without additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companycompensation thereof.

Duties. The Employee is engaged by the Company In his capacity as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeOfficer of Company, the Employee's positions Employee shall perform such reasonable executive duties commensurate with the position of president and chief executive officer of a public company of the size and scope of Company shall be or as its President otherwise specified in the Bylaws of Company, and Chief Executive Officersuch 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. The Employee shall have all the powers report directly and agrees solely to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and collectively to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees It is the intention of the parties hereto that Employee shall 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 provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementsickness, the personal injury or other disability, Employee agrees to devote substantially all of his full time, attention and energies available time to the Company's business. This Agreement performance of his duties to Company hereunder, provided that nothing contained herein shall not be construed as preventing the preclude Employee from investing assets in such form (i) serving on the board of directors of, or manner as will not require his services in an advisor to, any business or corporation on which he is serving on the daily operations date hereof or, with the consent of the affairs Board, serving on the board of directors of any other business or corporation including one or more public companies, (ii) serving on the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other board of, or working for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in , any charitable or other not-for-profit activities as community organization and (iii) pursuing his personal financial and legal affairs, so long as such activities do not materially interfere with his work for the Companyperformance of Employee’s duties hereunder. Notwithstanding clause (i) in the previous sentence, (A) the Board reserves the right to review and 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 activities set forth in the immediately previous sentence materially interfere with the performance of Employee’s duties hereunder.

Duties. The During the term of this Agreement, Employee is engaged will be employed by the Company to serve as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws Officer of the Company. The Employee shall have general executive charge will devote such amount of business time to the conduct of the business of the Company with all such powers as may be reasonably incident required to such responsibilities; effectively discharge Employee's duties under this Agreement and, subject to the supervision and he shall have such other powers and duties as designated in accordance with direction of the Company's Bylaws Board of Directors (the "Board"), will perform those duties and have such authority and powers as may are customarily associated with the offices of a President and Chief Executive Officer of a company engaged in a business that is similar to the business of the Company, including (without limitation) (a) the authority to direct and manage the day-to-day operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as President and Chief Executive Officer of the Company; provided, however, that Employee will not be assigned required to him perform services for any affiliate of the Company and will not be required to accept any other offices with the Company without Employee's consent. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Dallas, Texas; provided, however, that Company may, -------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT Page 1 from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies require Employee to travel temporarily to other locations on the Company's business. This Notwithstanding the foregoing, nothing in this Agreement shall not is to be construed as preventing the prohibiting Employee from investing assets in such form continuing to (i) serve on corporate, civic or manner as will not require his services in the daily operations of the affairs of the companies in which such charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies and (and such additional companies as the Board of Directors may hereafter approveiv) or from participating in charitable or other not-for-profit activities as provide consulting services, so long as such activities do not materially significantly interfere with his work for the Companyperformance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement.

Duties. The Employee Executive agrees that during the Employment Period while ------ Executive is engaged employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the Manager of the Company as its until the consummation of the Reorganization and the President and Chief Executive OfficerOfficer of the Company and the Parent immediately after the consummation of the Reorganization. Unless otherwise consented For periods prior to by the EmployeeReorganization, Executive will provide services for the Employee's positions Company in accordance with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all terms of the duties associated with those positionsCompany's Operating Agreement dated as of February 10, subject 1999 (as the same may be amended from time to time) (the "Operating Agreement") and, for periods after the Reorganization, at the direction of the Chairman of the Board and the Parent's Board of Directors of (the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company"Board"). The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he Executive shall have such other powers duties and duties as designated in accordance with the Company's Bylaws and responsibilities as may be assigned to him Executive from time to time pursuant to the Operating Agreement or the Board, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the terms of the Operating Agreement or the direction of the Board, as applicable, 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 Executive hereunder. Executive will perform the duties required by this Agreement at the Chairman Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Prior to the Reorganization, Executive shall be elected to serve as a member of the Board for a term to be mutually agreed to by Executive and the Board of DirectorsParent. The Employee shall report directly to In addition, if the Company's Chairman of the Board and the Board of Directors and any executive committee Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. The Company agrees Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities involving professional, attention charitable, educational, religious and energies similar type activities to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Parent, the Company and their respective affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company) or hold any other position with any business without receiving the prior written consent of the Board, which consent may not be unreasonably withheld.

Duties. During the Employment Period, Executive shall serve as Senior Vice President, Finance and Chief Financial Officer. The Employee is engaged by Company may promote Executive to Executive Vice President, Finance or another appropriate position during the Employment Period. Executive shall render such business and professional services in the performance of her duties consistent with Executive’s position within the Company as its President and well as such services reasonably assigned to her by the Co-Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and Officers and/or the Board of Directors of the Company. Executive shall, at all times, report to the Co-Chief Executive Officers and/or the Board of Directors of the Company and no other individuals within the Company, and all information technology, planning, corporate finance and accounting employees of the Company shall be responsible to report to Executive or such other individuals as she designates. Employee’s principal place of employment shall be the offices provided by the Company located in Los Angeles, California, but it is understood and acknowledged that the performance of her duties will require Executive to travel outside Los Angeles. Executive, however, shall not be required, without her consent, to relocate her principal place of employment more than 25 miles from the current location of the offices provided by the Company located in Los Angeles. At all times during the Employment Period, Executive shall devote her best efforts and abilities to the performance of her duties on behalf of the Company and to the provisions promotion of its interests consistent with, and subject to, the strategies, policies and directions of the Articles Co-Chief Executive Officers and the Board. Notwithstanding the foregoing, Executive may be involved in civic and charitable activities, may manage her personal investments and may serve on the boards of Incorporation and Bylaws any public or private companies, trade organizations or professional associations; provided that prior to agreeing to serve as a member of the board of directors of any other entity, Executive shall discuss her intentions to do so with the Board of Directors of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident nominate Executive to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and serve on the Board of Directors and any executive committee during the Employment Period in the discretion of the Board’s Nominating and Governance Committee. The If Executive is so nominated and elected, the Company agrees that thereafter it will use its reasonable best efforts to provide the Employee with such accommodations as are suitable cause Executive to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees continue to devote substantially his full time, attention and energies be nominated to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as serve on the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for during the Companyremainder of the Employment Period.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers normal duties, responsibilities, functions, and agrees to perform all authority of the duties associated with those positionsCEO, subject to the direction power and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), and Executive shall report to the provisions of Board. Executive shall render to the Articles of Incorporation Company administrative, financial, and Bylaws other executive and managerial services that are consistent with Executive’s position as the CEO of the Company, as the Board may from time to time direct. The Employee Executive shall have general executive charge 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 with all such powers as may be reasonably incident to such responsibilities; Company, its Affiliates, and he its Subsidiaries. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall have such other powers support and duties as designated in accordance with implement the Company's Bylaws business and as may be assigned to him 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 approved by the Board. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the Chairman of the Board and Board, who may approve under such procedures as the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any or its executive committee shall from time to time approve, serve on the board of directors of any other 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 Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character benefit of his positions with any Person other than the Company and adequate for its Subsidiaries and Affiliates if such other activities or services interfere with the performance of his duties. During his employment Executive’s duties under this Agreement, the Employee agrees to devote substantially his full time, attention and energies . Subject to the Company's business. This foregoing provision, nothing in this Agreement shall not be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the Employee from board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such form or a manner as will not require his services in the daily operations of the affairs of the companies in which Executive deems to be appropriate; provided, however, no such investments are made. This other activity shall conflict with Executive’s obligations under this Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive’s performance of Executive’s duties under this Agreement.

Duties. The Employee is engaged by the Company Executive has been elected to serve as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all a member of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”) and has been appointed by the other members of the Board to serve as the Chairman of the Board. In addition to his customary duties as Chairman of the Board, the Executive shall have certain executive duties and responsibilities with respect to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge strategic direction of the Company with all such powers and, as may such, will be reasonably incident deemed to such responsibilities; be an officer of the Company having the title “Executive Chairman.” The Executive shall faithfully perform for the Company the duties of said office and he shall have perform such other powers and duties as designated in accordance of an executive, managerial or administrative nature consistent with the Company's Bylaws office of Executive Chairman as shall be specified and as may be assigned to him designated from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for Such duties may include, without limitation, the performance of his dutiesservices for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. During his employment under this Agreement, the Employee agrees to The Executive shall devote substantially his full time, attention all of the Executive’s business time and energies effort to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations performance of the affairs of Executive’s duties hereunder; provided, however, that the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (Company acknowledges and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as agrees that, so long as such activities do not materially interfere with the Executive’s ability to perform his work duties and responsibilities hereunder or violate the Executive’s covenant against competition as described at Section 6.2 hereof, the Executive shall have the right to continue to serve as the President of Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC (together, the “ELRH Companies”) during calendar year 2014 and shall be permitted to devote such of his business time and efforts during calendar year 2014 as he shall deem necessary to fulfill his duties and responsibilities with respect thereto; provided, further, that the Executive agrees that he shall resign from his position as President of the ELRH Companies and from any other position(s) he holds with the ELRH Companies with an effective date no later than December 31, 2014, and shall not receive any compensation or benefits from the ELRH Companies for any period of time after the effective date of such resignation. During calendar year 2014, the Executive may reside in and perform his duties out of an ELRH company office located in the State of Florida. In addition, notwithstanding the foregoing, so long as the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(d)(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, and may engage in such other board or professional assignments which are disclosed to and approved by the Board, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company agrees that, during the Term, the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders and, upon election, shall be appointed as the Chairman of the Board, provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all term of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee Executive agrees to be employed by and to serve the Corporation as its Chief Operations 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 and shall perform such other duties and responsibilities for the Corporation as the Corporation may reasonably require, consistent with such position. The Executive shall devote substantially his full a substantial portion of her business time, attention energy, and energies skill to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies Corporation as the Board Executive shall report to the Corporation's board of Directors 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 hereafter approve) appoint one or more members of the board of directors to coordinate the reporting from participating 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 Operations Officer, or if the Corporation changes the reporting relationship so that the Executive reports to 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 upon thirty days notice, 190 and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for event, the Companyemployment shall be deemed to have been terminated by the Corporation without cause.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented shall report to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, Employer (the “Board”) and have the title of Chief Executive Officer of the Employer. The Executive shall be appointed to the provisions Employer’s board of directors and be nominated for election as a member of the Articles Board at each annual meeting of Incorporation and Bylaws shareholders of the CompanyEmployer occurring during the Term. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he Executive shall have such other powers and duties as designated in accordance are generally applicable to chief executive officers of companies similar to that of the Employer and which are consistent with the Company's Bylaws Executive’s experience, expertise and position as may shall be assigned to him the Executive from time to time by the Chairman Board. During the Term, and except for vacation in accordance with the Employer’s standard vacation policies or due to illness or incapacity, the Executive shall devote all of the Board Executive’s business time, attention, skill and efforts exclusively to the Board business and affairs of Directorsthe Employer and its parents, subsidiaries and affiliates. The Employee shall report directly Executive understands that the Employer is currently headquartered in Vancouver, British Columbia with substantial operations in Austin, Texas. While the Employer is considering moving its headquarters to the Company's Chairman Sarasota, Florida region, no final decision has been made. Accordingly, Executive may be required to spend all or a substantial portion of his time at the Board and the Board of Directors and any executive committee of the BoardEmployer’s existing locations. The Company agrees to provide the Employee with such accommodations as are suitable Notwithstanding anything herein to the character of his positions with contrary, to the Company and adequate for extent that the performance of his duties. During his employment under following does not impair Executive’s ability to perform Executive’s duties pursuant to this Agreement, nor violate the Employee agrees to devote substantially his full timeterms of the provisions set forth in Section 6 hereof, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive may make personal investments in such form or manner as will not require his the Executive’s services in the daily operations of the operation or affairs of the companies business in which such investments are made. This Agreement shall also not be construed as preventing Further, it is understood that the Employee from serving as an Executive owns directly or indirectly systems relating to GPS golf course products (“Systems”) consisting of approximately 2,000 GPS Video Display units (“Units”) in North America and 700 Units outside director of up North America which the Executive leases to two other for-profit companies golf courses (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as “Leases”). To avoid conflict, so long as Executive is employed by the Employer, the Executive hereby assigns all of his rights in all of the advertising revenues generated from the Units. Should the Executive no longer be employed by the Employer, any advertising agreements that were then in existence with respect to the Units shall be entitled to run throughout the term of the advertising contracts except that the Executive shall be entitled to the revenues therefrom from the effective date of his termination. During the Term, the Executive will also negotiate and split with the Employer a portion of all of the service and support revenue that he receives, and the Employer in turn will provide service and support to all of the courses covered by the Leases. During the period ending on the earlier of December 31, 2011 or the Termination Date, Employer will not sell its Units to golf courses if such activities do not materially Units will interfere with his work the Leases, and the Executive will not remove the Units from their existing locations so as to compete with the Employer. As used herein, “compete” means selling or leasing the Units to (a) courses which then use Units provided by the Employer; or (b) courses which are on a prospect list of the Employer with targeted transactions to take place within nine months from the date of removal. Additionally, during the Term, the Executive shall not acquire additional Systems for lease to golf courses which the CompanyEmployer or its contracted lease financing company (after notice from the Executive) has indicated it is interested in leasing. The Executive shall not allocate more than five (5) hours a month to this business activity.

Duties. The Employee Executive is engaged by the Company employed as its Senior Executive Vice President and Chief Operating Officer of Partners Trust during the Employment Term. As the Senior Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its Vice President and Chief Operating Officer of Partners Trust, the Executive Officer. The Employee shall have all the powers render executive, policy and agrees other management services to perform all Partners Trust of the duties associated with those positionstype customarily performed by persons serving in a similar executive capacity and Partners Trust shall cause the Bank to appoint Executive to also serve as Senior Executive Vice President and Chief Operating Officer of the Bank. During the Employment Term, the Executive shall serve as a full-time employee, and be subject to the direction of the Chairman of the Board and such person(s) designated by the Board of Directors of the Company, Employer and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardBank to give direction to the Executive, and, in connection therewith to perform such duties as shall be directed by such person designated, and as are commensurate and consistent with the Executive's title, position and experience. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement Executive shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and perform such additional companies duties as the Board of Directors of the Employer or the Board of Directors of the Bank may hereafter approve) from time to time reasonably direct. During the Employment Term, there shall be no material decrease in the duties and responsibilities of the Executive otherwise than as provided herein, unless the parties otherwise agree in writing; provided, that if the Executive temporarily assumes some or all of the duties and responsibilities of another key executive of the Employer due to such key executive's death, disability or termination of employment, the reassignment of such duties and responsibilities back to the key executive or his or her replacement shall not constitute a material decrease in the duties and responsibilities of the Executive. During the Employment Term, the Executive shall not be required to relocate, without his consent, his place of employment to a location more than 65 miles away from participating the Bank's Utica, New York headquarters location to perform his duties hereunder, except for reasonably required travel by the Executive on the business of the Employer or the Bank. The Executive is encouraged to affiliate with professional associations, business and civic organizations in charitable or other not-for-profit activities support of his role as long as Senior Executive Vice President and Chief Operating Officer , provided that Executive's involvement in such activities do does not materially interfere with adversely affect the performance of his work for duties on behalf of the CompanyEmployer or the Bank.

Duties. During the Employment Period, the Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of the Executive’s positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive, commensurate with the Executive serving as an Executive Vice President. The Employee is engaged by Company may adjust the duties and responsibilities of the Executive as an Executive Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s positions in furtherance of the business affairs and activities of the Company and its subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as its President and Chief Executive Officerof the Effective Date. Unless otherwise consented to by Notwithstanding the Employeeforegoing, the Employee's positions Executive is permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company shall be Party, (as its President defined in Section 5.4(b)), to (a) manage his personal, financial and Chief Executive Officerlegal affairs, (b) serve on civic or charitable boards or committees; and (c) deliver lectures of fulfill speaking engagements. The Employee Executive shall have at all times be subject to, comply with, observe and carry out (a) the powers Company’s rules, regulations, policies and agrees codes of ethics and/or conduct applicable to perform all its employees generally and in effect from time to time and (b) such rules, regulations, policies, codes of the duties associated with those positionsethics and/or conduct, subject to the direction of the Chairman of the Board directions and restrictions as the Board of Directors of the Company, and to Company (the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as “Board”) may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman reasonably establish or approve for senior executive officers of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The During the term of this Agreement, Employee is engaged will be employed by the Company to serve as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws a wholly owned subsidiary of the Company. The Employee shall have general executive charge will devote such amount of business time to the conduct of the business of the Company with all such powers as may be reasonably incident required to such responsibilities; effectively discharge Employee's duties under this Agreement and, subject to the supervision and he shall have such other powers and duties as designated in accordance with direction of the Company's Bylaws Board of Directors (the "Board"), will perform those duties and have such authority and powers as may are customarily associated with the offices of a President and Chief Executive Officer of a company engaged in a business that is similar to the business of the Company, including (without limitation) (a) the authority to direct and manage the day-to-day operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as President and Chief Executive Officer of the Company; provided, however, that Employee will not be assigned required to him perform services for any affiliate of the Company and will not be required to accept any other offices with the Company without Employee's consent. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Dallas, Texas; provided, however, that Company may, from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies require Employee to travel temporarily to other locations on the Company's business. This Notwithstanding the foregoing, nothing in this Agreement shall not is to be construed as preventing the prohibiting Employee from investing assets in such form continuing to (i) serve on corporate, civic or manner as will not require his services in the daily operations of the affairs of the companies in which such charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies and (and such additional companies as the Board of Directors may hereafter approveiv) or from participating in charitable or other not-for-profit activities as provide consulting services, so long as such activities do not materially significantly interfere with his work for the Companyperformance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement.

Duties. The Employee is engaged by shall serve the Company Corporation as a member of its Board of Directors and shall hold the offices of President and Chief Executive Officer. Unless otherwise consented to Operating Officer and shall serve in such other executive capacity as may be reasonably determined by the Employee, the Employee's positions with the Company shall be as its President Board of Directors and Chief Executive Officeris reasonably acceptable to him. The Employee shall have be responsible for all the powers business units and agrees to perform all of the duties associated with those positionsfunctional units, subject to the direction of other than Engineering, Corporate Product Management, Corporate Marketing and Legal, provided that the Chairman of the Board shall continue to be responsible for the special Olympic project and direction of the Corporation's community and philanthropic activities. The Employee shall perform such executive, administrative and other services and duties as are incidental to the offices he holds and as may, from time to time, be assigned to him by the Board of Directors of the CompanyCorporation or a committee thereof. The Employee further agrees to serve as an officer and/or director of any parent, and to the provisions subsidiary or affiliate of the Articles Corporation, upon request by the Board of Incorporation Directors of the Corporation or a committee thereof. It is the intention of the parties that the Employee will become Chief Executive Officer no later than September 1, 1996 and Bylaws shall thereafter be responsible for the general management of the affairs of the Company. The Employee shall have general executive charge , subject to the control of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board until he becomes Chief Executive Officer and thereafter he shall report to the Corporation's Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his dutiesDirectors. During his employment under the term of this Agreement, the Employee agrees to shall devote substantially all of his full business time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations business of the affairs Corporation. Neither the Employee's participation in other businesses, as a director or otherwise, with the approval of the companies in Corporation's Board of Directors (which such investments are made. This Agreement approval shall also not be construed as preventing the Employee from serving as an outside director of up deemed to two other for-profit companies (and such additional companies as include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Employee, and which approval may hereafter approvenot subsequently be withdrawn without cause) or from participating nor the Employee's engaging in charitable activities and community affairs or other not-for-profit activities as long as such activities do not materially interfere with managing his work for personal investments and affairs shall be deemed to contravene the Companyforegoing provision.

Duties. During the Term, Executive will employ his best efforts and will devote the whole of his normal business time, energy, skill and attention to carrying out the responsibilities assigned to him, in accordance with TCGI’s and the Bank’s policies in effect from time to time and in a diligent, trustworthy, businesslike and efficient manner. In each case, Executive shall have the responsibility, authority, and such other duties that are customary for an executive officer of a similar corporation having similar titles and duties. The Employee is engaged by TCGI Board of Directors (the Company “Board”) shall oversee Executive in his duties as its President and Chief Executive Officer. Unless otherwise consented to by Officer and Chairman and the Employee, the Employee's positions with the Company Bank’s Board of Directors shall be oversee Executive in his duties as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to Bank. To the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent that such activities do not materially interfere inhibit Executive from performing his duties for TCGI and the Bank, and do not conflict with his work the interests of TCGI or the Bank, nothing in this Agreement shall preclude Executive from (a) subject to prior approval of the Audit Committee of the Board, service as a director at any other entity in accordance with TCGI or Bank policy, (b) service to any civic, religious, charitable or similar type organization, (c) public speaking engagements, and (d) management of personal and family investments. As of the date hereof, Executive’s continuing service on the boards of directors of Mutual Trust Financial Group and MTL Insurance Company has been permitted by the Audit Committee of the Board, and the Parties agree that, if at some future time the Audit Committee of the Board shall reasonably determine that such service would be a conflict or contrary to TCGI or Bank policy, then, promptly upon written notice thereof from the Audit Committee of the Board, Executive shall resign from such board(s). The duties and services to be performed by Executive hereunder shall be substantially rendered at TCGI’s principal offices in the Chicagoland area, except for reasonable travel on business incidental to the Companyperformance of Executive’s duties to TCGI or the Bank.

Duties. The Employee is engaged by Executive shall be Chief Executive Officer of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the authority, functions, duties, powers and agrees to perform all of the duties responsibilities normally associated with those positionssuch position, subject and such other title, authority, functions, duties, powers and responsibilities as may be assigned to the direction of the Chairman of the Board and Executive from time to time by the Board of Directors of the Company, and to Company (the provisions of “Board”) consistent with the Articles of Incorporation and Bylaws of Executive’s position with the Company. The Employee Executive shall have general executive charge report only to the Board. Executive shall be appointed to the Board as of the Effective Date, and during the Term (as defined below) the Company with all shall take such powers reasonable action as may be reasonably incident necessary to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned nominate Executive annually for re-election to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company Executive agrees to provide the Employee with such accommodations as are suitable to the character devote substantially all of his positions with the Company business time and adequate for efforts to the performance of his duties. During , except for customary vacations and reasonable absences due to illness or other incapacity as set forth herein, and to perform all of his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies duties to the best of his professional ability and comply with such reasonable policies, standards, and regulations of the Company as are from time to time established by the Board. Without the prior written consent of the Board, Executive shall have no outside business activities that are competitive with or present a conflict of interest with the Company's business. This Agreement , or that would conflict or interfere with the performance of his duties hereunder (provided, however, that the Board acknowledges and agrees that the Executive may have on-going duties with respect to an existing consulting relationship for up to 30 days following the Effective Date and that such on-going duties, if they do not interfere with the performance of Executive’s duties hereunder, shall not be construed as preventing a violation of this provision; and provided, further, that the Employee from investing assets in such form or manner as will not require his services in the daily operations Executive may serve of the affairs boards of directors of any company at the specific request of the companies in which such investments are madeCompany). This Agreement Notwithstanding the foregoing, nothing contained herein shall also not be construed so as preventing to prohibit or prevent the Employee Executive from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating engaging in charitable or other causes, sitting on the boards of directors of not-for-profit activities as entities, or managing his and his family’s personal finances, so long as such activities do not materially conflict or interfere with the performance of his work for the Companyduties hereunder.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform devote substantially all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full Executive’s working time, attention and energies efforts to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the business and affairs of the Company (which shall include service to its subsidiaries), except during any paid vacation or other excused absence periods. Executive shall not engage in outside business activities (including serving on outside boards or committees) without the prior written consent of the Board (which the Board may grant or withhold in its sole and absolute discretion); provided that Executive shall be permitted to (i) have a direct and/or indirect ownership interest in any company that is not a competitor of the Company; (ii) serve on the board of directors (or as an advisor) of any business corporation other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of interest; provided that Executive shall not serve on more than two other public company boards (and four boards total) without the prior consent of the Board, not to be unreasonably withheld, delayed or conditioned; and provided further that the Board shall be deemed to have consented to Executive’s continued service on the two other boards of private companies in the medical device industries on which such investments are made. This Agreement shall also not be construed Executive serves as preventing of the Employee from serving as an outside director date hereof; (iii) serve on the board of up to two other directors of, or work for, any charitable, non-profit companies (and such additional companies as or community organization other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of Directors may hereafter approveinterest; or (iv) or from participating pursue his personal financial and legal affairs, in charitable or other not-for-profit activities as long as each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with his work for Executive’s performance of Executive’s duties and responsibilities hereunder or violate any restrictive covenants applicable to Executive pursuant to any written agreement with the CompanyCompany (including, without limitation, the restrictive covenants set forth in Section 5). Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive in advance of the effectiveness thereof.

Duties. During the Employment Period, the Executive shall devote the Executive’s full business time, energies and talents to serving as the President & Chief Executive Officer of the Company, at the direction of the Company’s Board of Directors. The Employee is engaged Executive shall have such duties and responsibilities as may be assigned to the Executive from time to time by the Company as its President Company’s Board of Directors, which duties and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions responsibilities shall be commensurate with the Company Executive’s position, shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of duties assigned to the duties associated with those positionsExecutive faithfully and efficiently, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the ’s Board of Directors and any executive committee shall have such authorities and powers as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive shall perform the duties required by this Agreement at the Company’s Iowa City Headquarters unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be nominated to serve as member of the Board. The Company agrees to provide the Employee with such accommodations as are suitable , subject to the character election of his positions with the Company and adequate for shareholders. Notwithstanding the performance foregoing provisions of his duties. During his employment this Section 2, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature (including professional associations) to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Company’s Board of Directors, inhibit, prohibit, interfere with his work for or conflict with the Executive’s duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that the Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Company’s Board of Directors.

Duties. The Employee is engaged by the Company REPRESENTATION ---------------------- You shall serve as its President and Chief Executive Officer. Unless otherwise consented Officer of the Company and shall serve the Company and its affiliates in such other executive capacities as may be specified from time to time by the EmployeeBoard of Directors of the Company (the "Board"), including serving as a director (and as a ----- member of board committees) of the Employee's positions 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 Company shall policies of and be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board board of Directors 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 provisions business of the Articles Company and its affiliates (except for reasonable time spent for trade, civic and charitable activities or for service on other boards of Incorporation directors, subject to the consent of the Board, which shall not be unreasonably withheld) and Bylaws 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. The Employee Upon termination of employment you shall be deemed to have general executive charge of resigned from all offices and directorships. You represent and warrant to the Company with all such powers as may that you are free to be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time employed by the Chairman of Company upon the Board terms contained herein and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and that you are not bound by any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementagreement, the Employee agrees to devote substantially his full timerestrictive covenant, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form confidentiality or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable proprietary information or other not-for-profit activities agreement that would prohibit or inhibit in any way the full and complete performance by you of your duties hereunder or as long as such activities do not materially interfere with his work for President and Chief Executive Officer of the Company.

Duties. The Employee is engaged by Executive, in his capacity as Chief Executive Officer and Chief Financial Officer of the Company, shall faithfully perform for the Company as its President the duties of said offices and shall perform such other duties of an executive, managerial or administrative nature consistent with the offices of Chief Executive Officer and Chief Executive Financial Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company as applicable, as shall be as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the provisions performance of the Articles Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of Incorporation one or more boards of directors of charitable or other professional organizations and Bylaws engaging in any activities permitted by Section 6.2(d)(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, and may engage in such other board or professional assignments which are disclosed to and approved by the Board, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company acknowledges that the Executive currently serves as a director of the Company. The Employee Company agrees that the Executive shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time nominated by the Chairman Nominating and Corporate Governance Committee of the Board and the Board of Directors. The Employee shall report directly for re-election to the Company's Chairman of the Board and the Board of Directors and any executive committee at each annual meeting of the Board. The Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company; provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company agrees due to provide disability, (b) the Employee with such accommodations as are suitable Company has not notified the Executive of its intention to terminate the character Executive’s employment for cause, and (c) the Executive has not notified the Company of his positions with the Company and adequate for the performance intention resign from his position of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations Chief Executive Officer of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by Executive shall have the Company as its President normal duties, responsibilities, functions, and authority of the Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction power and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), and Executive shall report to the provisions of Board. Executive shall render to the Articles of Incorporation Company administrative, financial, and Bylaws other executive and managerial services that are consistent with Executive’s position as the Chief Executive Officer of the Company. The Employee shall have general executive charge of , as the Company with all such powers as Board may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him 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 Employment Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its Affiliates, and its Subsidiaries. So long as Executive is employed by the Chairman of the Board Company, Executive shall not, without prior notification and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee approval of the Board. The Company agrees , which may approve under such procedures as the Board or its executive committee shall from time to provide time approve, serve on the Employee with such accommodations as are suitable to board of directors of any other 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 character benefit of his positions with any Person other than the Company and adequate for the its Subsidiaries and Affiliates if such other activities or services interfere with Executive’s performance of his duties. During his employment Executive’s duties under this Employment Agreement, the Employee agrees to devote substantially his full time, attention and energies . Subject to the Company's business. This foregoing provision, nothing in this Employment Agreement shall not be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the Employee from board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such form or a manner as will not require his services Executive deems to be appropriate, including engaging in the daily operations of the affairs of the companies in which activities and investing with Fxxxxxx Capital; provided, however, no such investments are made. This other activity shall conflict with Executive’s obligations under this Employment Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive’s performance of Executive’s duties under this Employment Agreement.

Duties. The Employee is engaged shall be employed by the Company as its President and Chief Executive Officerthe CFO. Unless otherwise consented to by the EmployeeIn addition, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all such other authorities, responsibilities and duties of an executive, managerial or administrative nature as determined by the powers President and agrees to perform all CEO and the board of directors (the “Board”) of the duties associated with those positionsCompany from time to time. In this role, subject Employee shall report to the direction of the Chairman of the Board President and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws CEO of the Company. The Employee shall have general executive charge at all times comply with the reasonable policies and procedures of the Company with all such powers and its respective subsidiaries and affiliates (individually, a “Company Group Member,” and collectively, the “Company Group”) as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him effect from time to time. While employed hereunder, Employee shall devote his full time by and attention during normal business hours to the Chairman business affairs of the Board Company or any Company Group Member and the Board of Directors. The use Employee’s best efforts to perform faithfully and effectively Employee’s duties and responsibilities and Employee shall report not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of any Company Group Member, except with the Company's Chairman prior consent of the Board President and the Board of Directors and any executive committee of CEO and/or the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement It shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations a violation of the affairs of the companies immediately preceding sentence for Employee to (i) serve on civic or charitable boards or committees, (ii) manage personal investments or (iii) manage personal franchise investments, in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as each case so long as such activities do not materially interfere with his work the performance of Employee’s duties and responsibilities as an employee of the Company under this Agreement, are not competitive with the business of any Company Group Member, do not create a potential business or fiduciary conflict of interest, or, in the case of (ii) above, do not or would not result in any violation of the Company Group’s investment-related policies, practices or restrictions applicable to similarly situated executive-level employees of the Company or applicable federal, state or local law, rules or regulations promulgated thereunder. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty to act at all times in the best interests of the Company Group. In keeping with such duty, Employee shall make full disclosure to the Company of all business opportunities pertaining to the business of any Company Group Member and shall not appropriate for Employee’s own benefit business opportunities concerning the Companybusiness of any Company Group Member.

Duties. The Employee is engaged by shall competently and diligently manage the Company as its daily operations and perform the normal duties and responsibilities of the President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge 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 all such powers the foregoing as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman board of directors of the Board and Company (the “Board of Directors”). The Employee shall timely report directly to the Company's Chairman Board of Directors as may be reasonably requested of the Board Employee. 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. The Employee shall generally perform his duties from the offices of the Company which are located in the metropolitan area of Atlanta, Georgia, and the Employee shall not be required to relocate his office unless mutually approved by the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his dutiesEmployee. During his employment under the term of this Agreement, the Employee agrees to devote substantially his full time, attention and energies to acknowledges that he may also serve as President and/or Chief Executive Officer of the Company's business’s corporate parent(s), American Safety Holdings Corp. (“AS Holdings”) and American Safety Insurance Group, Ltd. (“ASIG”), or subsidiaries as the parties may mutually agree. This Agreement The Employee shall receive no additional cash or equity compensation for acting in such other capacities. The Company shall indemnify and hold harmless the Employee from and against all claims, suits, judgments and damages asserted or claimed by affiliated or unaffiliated third persons or entities, arising out of the Employee’s good faith efforts to implement the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof). However, such indemnification shall not 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 construed held responsible or liable to the Company (and 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 companies or corporate affiliates pursuant to Paragraph 2(e) hereof) as preventing communicated to the Employee from investing assets time to time in such form writing, except as a result of any action or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing failure to act by the Employee from serving as an outside director through his gross negligence, willful misconduct or breach of up to two other for-profit companies (and such additional companies as duty of loyalty in connection with the Board performance of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyduties under this Agreement.

Duties. The Employee is engaged by During the Employment Period, Executive will work for the Company as its President and Chief Executive Officer. Unless otherwise consented to by in the Employee, capacity of Chairman of the Employee's positions with board of directors of the Company shall be and also will serve as its President (i) a trustee and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Vice Chairman of the duties associated with those positionsboard of trustees of CharterMac, subject to the direction approval of Executive's initial appointment by the board of trustees of CharterMac and subject to Executive's reelection as a trustee by the shareholders of CharterMac and (ii) the Chairman of the Board and the Board board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws directors of the Company. The Employee During the Employment Period, Executive shall have general executive charge report to the Chief Executive Officer of CharterMac and Executive shall perform the Company with all such powers types of duties and functions as may shall be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him Executive from time to time by the Chairman Chief Executive Officer. During the Employment Term, Executive will be a member of the Board CharterMac's Strategic Planning Committee. Executive will devote substantially all of his business time, best efforts and the Board of Directors. The Employee shall report directly ability to the Company's Chairman business of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under its affiliates, will faithfully and diligently perform Executive's duties pursuant to this Agreement, will comply with the Employee agrees overall policies established by the board of trustees of CharterMac and will do all things reasonably in Executive's power to devote substantially his full timepromote, attention develop and energies to the Companyextend CharterMac's and ARCap's business. This Agreement shall not be construed as preventing In determining whether Executive is devoting substantially all his business time, best efforts and ability to the Employee business of the Company and its affiliates, Executive may only engage in those business activities aside from investing assets in such form or manner as will not require his services duties hereunder which are either (i) set forth in the daily operations attached Exhibit B, or (ii) are disclosed to CharterMac's board of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (trustees and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyapproved by it.

Duties. The Employee is engaged by the Company will continue to have such duties as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject are assigned or delegated to the direction of the Chairman of the Board and Employee by the Board of Directors Directors, CEO or the President, and will initially serve as Vice President, Preclinical Research & Development for the Employer. During the term of this Agreement, the Employee will devote 100% of his full time, attention, skill and energy to the business of the CompanyEmployer. Additionally, Employee agrees that he will use his best efforts to promote the success of the Employer’s business, and to will cooperate fully with the provisions Board of Directors, CEO and the President in the advancement of the Articles of Incorporation and Bylaws best interest of the CompanyEmployer. The Employee shall have general executive charge commits that, without first obtaining the prior written approval of the Company with all such powers as may be reasonably incident to such responsibilities; Employer, he will refrain from publishing, and he shall have such will not allow those working for him to publish, any abstracts, articles or other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned publications arising from research conducted for or on behalf of Employer that pertain to him Employer’s products or business, including specifically compounds that are being tested from time to time by Employer and any developmental work or other services that are being undertaken by Employee for Employer, except as may be approved in accordance with the Chairman policies of Employer. If Employee or any OSU employee under his direction continues to work on compounds, products or other inventions that are included within the scope of the Board IIAs or covered under a separate license agreement between OSU and the Board Employer, Employee agrees to make available to GTx all notebooks and other evidences of Directorsresearch and inventions pertaining to such compounds, products and inventions, which are maintained at OSU, any time upon request by Employer, subject to rule, regulations and procedures of OSU. The Additionally, Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide Employer regular verbal (and at such other times as Employer may reasonably request, written) reports containing the Employee with such accommodations as are suitable to the character data and results of his positions with efforts and the Company efforts of all others working under Employee’s supervisions or control in Preclinical Research and adequate for the performance of his dutiesDevelopment. During his employment under this Agreement, the Employee agrees that his only other non-Employer duties will be limited to devote substantially his full time, attention overseeing up to 3 graduate students who were enrolled at OSU in April 2007 and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services who are working in the daily operations following areas of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (research and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.development:

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeTerm, the Employee's positions with Executive Chairman shall hold the Company shall be as its President and Chief title of Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and be available to perform the Board duties customarily associated with this function, including (i) acting as chairman of Directors the Board’s meetings and of meetings of the stockholders of the Company, and ; (ii) providing leadership to the provisions Board for the development, implementation and monitoring of near- and long-term strategic plans for the Company; (iii) facilitating discussions of the Articles of Incorporation Board regarding corporate strategy and Bylaws of critical issues facing the Company. The Employee shall have general executive charge ; (iv) acting as a liaison between the Company’s senior management and the Board and its committees; (v) advising the Company’s senior management on matters of Company operations; (vi) consulting periodically with the Chief Executive Officer of the Company with all to obtain such powers information concerning the Company’s business, operations and strategic plans as may be reasonably incident necessary for the Board to such responsibilitiesdischarge its duties; and he shall have (vii) otherwise performing the duties of Chairman of the Board, as well as such other powers and customary duties as designated may be determined and assigned by the Board and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive Chairman will perform such duties described herein in accordance with the Company's Bylaws general fiduciary duty of executive officers and as may be assigned to him from time to time by directors arising under the Chairman of the Board and the Board of DirectorsDGCL. The Employee shall report directly to the Company's Executive Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide all information regarding himself as the Employee with Company requires to satisfy its disclosure obligations under applicable securities laws. The Executive Chairman shall devote such accommodations time as are suitable is reasonably necessary to perform his duties to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement. The Executive Chairman may perform his duties hereunder from the Executive Chairman’s offices, the Employee agrees to devote substantially his full timeat home or elsewhere, attention and energies to including at the Company's business. This Agreement ’s offices in North Carolina, and shall not be construed travel as preventing reasonably necessary in order to perform the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive Chairman’s duties under this Agreement.

Duties. The Employee is engaged During the Term, Executive shall be employed by the Company as its President and the Company's Chief Executive Officer. Unless otherwise consented Officer and President and, as such, Executive shall faithfully and to by the Employee, the Employee's positions with 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 as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”), and 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 provisions mutual agreement of the Articles of Incorporation Executive and Bylaws of the Company. The Employee Executive shall have general executive charge of report to the Company with all such powers as may be reasonably incident to such responsibilities; Board and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsBoard. The Employee Executive shall report directly to the Company's Chairman serve as a member of the Board (subject to Executive's nomination and election as a member of the Board of Directors and any executive committee for subsequent terms) and, at the request of the Board, as a member of the board of directors (or equivalent) of any Subsidiary without additional compensation. The Company agrees Executive shall devote his business time and effort exclusively to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing employed by, or provide business services to, any other person or entity. Notwithstanding the Employee foregoing, nothing herein shall prohibit Executive from investing assets (a) engaging in such form personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or manner as will not require his services its affiliates; (b) continuing to serve in directorships that Executive serves in at the daily operations time of the affairs Effective Date and that have been disclosed to the Company prior to the Effective Date; (c) subject to prior approval of the companies in which such investments are made. This Agreement shall also Board, accepting directorships unrelated to the Company that do not be construed as preventing give rise to any conflict of interests with the Employee from serving as an outside director of up to two other for-profit companies Company or its affiliates; and (and such additional companies as the Board of Directors may hereafter approved) or from participating engaging in charitable or other not-for-profit activities as and civic activities, so long as such activities and outside interests described in clauses (a), (b), (c) and (d) hereof do not materially interfere interfere, in any material respect, with the performance of Executive's duties hereunder. Executive shall perform his work for duties at the principal office of the Company.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeTerm, the Employee's positions Executive shall devote his best efforts and such of his business time, attention, skill and efforts as are necessary to consult with the Company shall be as its President executive officers and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, Company and the Bank with respect to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers matters as may be reasonably incident requested by the Company and the Bank; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for serving as a director or consultant to such responsibilities; and he shall have such other powers and duties as designated in accordance any business organization which does not involve a material conflict of interest with the Company's Bylaws and as may be assigned to him business, from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating engaging in charitable or other not-for-profit activities as and community activities, and from managing his personal investments, so long as such activities do not materially interfere with negatively impact on the Executive's availability and ability to provide services to the Company hereunder. The parties hereto acknowledge and agree that (i) the Executive shall be free to reside and work at any location of his work for choice within the direct geographical service area of the Company and the Bank, (ii) in certain circumstances, the Executive may respond to the Company's requests for his services by telephone, mail, facsimile or similar means of communication, (iii) in requiring the Executive's services hereunder, the Company shall consider the reasonable convenience of the Executive and the demands of his other commitments; (iv) the conduct and control of the consulting services to be performed hereunder shall be the sole responsibility of the Executive; (v) the Company and the Executive shall reasonably agree upon the Executive's schedule and the hours during which he shall be required to perform consulting services hereunder, and (vi) nothing in this Agreement requires the Executive to devote his full time efforts to or on behalf of the Company. The Company hereby acknowledges and agrees that the Executive shall continue to receive compensation and benefits pursuant to this Agreement as set forth in Paragraph 4 hereof notwithstanding the failure or refusal of the Company to request the performance of consulting services by the Executive hereunder. The Company may terminate this Agreement only for Cause as set out in Paragraph 5B hereof.