Common use of Duties Clause in Contracts

Duties. Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. The Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s his/her employment or and/or any designated job position or and/or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of the Company shall from time to time reasonably determine, not inconsistent with Employee’s his/her position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of the Company may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full time during normal business hours throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit the Employee from engaging in reasonable charitable, civic charitable and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. (a) During the Term, Employee shall be employed by the Company agrees to serve Employer as a senior executive officer its President, Chief Executive Officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Chairman of its Board of Directors (the “Board”) reporting to the Board, and in such other executive capacities as may be agreed from time to time by the Board (or President a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the foregoing offices, and (ii) Employee shall not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of Company business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and if agreed by Employee and the board of directors of the organization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably determine, not inconsistent request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s position as a senior executive officer with Companystature and experience). Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s All duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel and services contemplated by this Section 3 are hereinafter referred to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by “Services.” (b) During the Board of Directors of CompanyTerm, Employee will devote his full business time and attention to, and except during vacation periods use his good faith efforts to advance, the business and reasonable periods welfare of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunderEmployer; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render restrict Employee’s business services exclusively rights to Company engage in passive investment activities, to serve on the boards of directors of other entities (so long as such activities are not violative of Section 4 below), or to engage in civic, charitable and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyother similar activities.

Duties. Employee shall be employed by is engaged as Chief Financial Officer of Company pursuant to the Company as a senior executive officer terms and shall endeavor in good faith conditions of this Agreement. Employee represents, acknowledges ad agrees that she is subject to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the direction of the Board of Directors or President of Company shall and the Company’s CEO, and will perform and discharge well and faithfully all duties typically related to such a position in a public company in addition to any additional duties as may be assigned to her from time to time reasonably determineby Company in connection with the conduct of its business. Employee understands the scope and nature of the services she performs under this Agreement, which include, but are not inconsistent limited to, financial planning, budgeting, preparing, reviewing, and executing SEC reports, interfacing with Employeeaudit staff, preparing monthly, quarterly and year end financials, supervising the closings relating to the forgoing financials, addressing SOX 404 requirements, overseeing accounting personnel, reviewing and implementing financial controls, assuring Company’s position as financial records are in compliance with generally accepted accounting practices, preparing, executing and filing all reports required by the Securities and Exchange Commission on a senior executive officer with timely basis and performing business planning services for Company. Employee shall also comply use best efforts to perform said services expediently, in a good and professional manner, in conformance with any Bythe terms of this Agreement and abiding by all applicable accounting standards and all federal, state and local laws and regulations. Said services are performed on a part-Laws time basis with Employee dedicating at least an average of twenty (20) hours per week to Company, ’s business with additional time to be provided as applicable. Employee shall perform Employee’s duties principally at needed or advisable to meet the offices requirements of the position and the reasonable deadlines of the business. Such services shall be rendered by Employee at Company’s Odessa facility. Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, will cooperate with such travel Employee to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, furnish Employee with all information and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to data concerning Company and its subsidiaries operations (“Information”) which Employee reasonably deems necessary or appropriate to perform her services under this Agreement. Company shall maintain Directors and affiliate entities during Officer liability insurance having at least the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests same levels of insurance as those maintained by Company as of the Company date hereof and its subsidiaries in a manner consistent with Employee shall, to the duties of Employee’s position. Employee shall diligentlyextent provided by said policy, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for be subject to the exclusive interest of companyinsurance thereunder.

Duties. Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President the Chief Executive Officer of the Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President the Chief Executive Officer of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. 3.1 The Employee shall be employed by shall, during the Company as a senior executive officer term of his employment with the Company, and subject to the direction and control of the Board, report directly to the Board and shall endeavor in good faith to competently exercise such authority, perform such executive duties and functions and discharge such responsibilities as inherent in Employee’s employment or any designated job are reasonably associated with his executive position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors may be reasonably assigned or President of Company shall delegated to him from time to time reasonably determineby the Board, not inconsistent consistent with Employee’s his position as a senior executive officer with CompanyPresident and Chief Executive Officer. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityIn general, Employee shall devote Employee’s full time throughout have management authority with respect to, and responsibility for, the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic overall operations and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the day-to-day business and interests affairs of the Company and all major operating units and executives of the Company shall report, either directly or indirectly (through other executives of the Company or its subsidiaries who report directly to the Employee) to the Employee. 3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his business time and attention to the affairs of the Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use his best efforts in a manner consistent the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the duties of Employee’s position. Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. 3.3 Employee shall diligentlyundertake regular travel to the Company’s executive and operational offices, prudentlyand such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company and all airplane travel shall be first or business class, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and or otherwise fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for the exclusive interest of companyfirst or business class travel.

Duties. (a) Employee shall be employed by the Company serve as a senior executive officer Employee-Advisor of Employer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties commensurate capacities of Employer, and/or any one or more affiliates of Employer (collectively, the "Affiliated Companies"), and responsibilities as the Board of Directors or President of Company shall he may from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicablebe assigned by Employer. Employee shall perform Employee’s all of his duties principally at diligently and faithfully. Without limiting the offices generality of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityforegoing, Employee shall devote Employee’s full time throughout use his best efforts to maintain in good standing the Employment Term Employer's accounts and customer relationships, and shall diligently work to effect an orderly transition of accounts and customer relationships on a timely basis under the direction and supervision of the president of Employer. It is understood and agreed that Employee shall not receive compensation beyond that specified herein for services provided to the services required Affiliated Companies. (b) Employee shall at all times devote his entire working time, attention, energies, efforts and skills to the business of Employer and its Affiliated Companies, and shall not, directly or indirectly, engage in any other business activity, whether or not for profit, gain or other pecuniary advantages, without the express written permission of Employer. Notwithstanding the foregoing, Employee hereunder; may serve on the board of directors of any non-competing company and receive compensation therefore provided he obtains the advance written approval of Employer, which shall not be unreasonably withheld, and provided that any such service does not adversely affect his performance of his duties for Employer (it being understood that membership in social, religious, charitable or similar organizations does not require Board approval pursuant to this Section 2(b)). Employee will not be required to account to Employer for any compensation he may receive for such approved service on the foregoing board of directors of a non-competing company, and such compensation shall not prohibit Employee from engaging diminish in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively any way the compensation or benefits to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companywhich he is entitled under this Agreement.

Duties. Employee 3.1 The Executive shall be employed by perform the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as exercise the Board of Directors or President of Company shall powers which from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel may be assigned to such other locations from time to time as the Board of Directors him or President of Company may reasonably request. Except as may otherwise be approved vested in advance him by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term whole of his time, ability and attention to his duties under this Agreement during normal office hours and such other times as may be reasonably required for the services required proper performance of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic his duties and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and he shall use his/her good faith efforts, judgment and energy his utmost endeavours to improve and advance promote the business and interests of the Company and its subsidiaries any Group Company and shall not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Company or any Group Company and shall carry out such duties in a manner consistent with competent manner. The Executive shall not be entitled to any additional remuneration for work performed outside normal office hours. 3.2 The Board shall be entitled at any time to require the duties Executive to perform services not only for the Company but also for any Group Company including, if so required, acting as a director of Employee’s position. Employee any Group Company. 3.3 The Executive shall diligentlyat all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and any Group Company and provide such explanations of his conduct as the Board may require. 3.4 Notwithstanding the provisions of clause 3.1, prudentlythe Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive in which event, professionally during such period the other provisions of this Agreement including those relating to the Executive's remuneration shall continue to have full force and responsibly perform effect but the Executive shall not be entitled to access to any premises of the Company or any Group Company. 3.5 Subject always to clause 4, during the Term the Executive shall not without the prior written consent of the Board engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. 3.6 The Executive's principal place of work shall be at the principal place of business of the Company in the United Kingdom or such other location in the United Kingdom as may be required by the Company from time to time and he shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and undertake any travel as may be necessary for the exclusive interest proper performance of companyhis duties as the Board may from time to time require.

Duties. Employee shall be employed by (a) Executive agrees that during the Company as a senior executive officer Term of Employment he will hold such offices or positions with the Company, and shall endeavor in good faith to competently perform such duties and assignments relating to the business of the Company, as inherent in Employee’s employment the Chief Executive Officer of the Company shall direct except that Executive shall not be required to hold any office or any designated job position or as specified by to perform any duties or assignment inconsistent with his experience and qualifications. The Company and shall also perform and discharge such other employment duties and responsibilities as represents to Executive that the Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be a Group Vice President. The failure of any future Board of Directors to elect Executive to the office just named shall not, however, be deemed to relieve either party hereto of any of his or President its obligations under this Agreement. (b) If the Chief Executive Officer of the Company so directs, Executive shall from time to time reasonably determine, serve as an officer of one or more subsidiaries of the Company (provided that the duties of such office are not inconsistent with Employee’s position as Executive's experience and qualifications and are duties customarily performed by a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices corporate officer) and part or all of the compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company at 0000 Xxxxxxx 000 Xxxxfrom any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) During the Term of Employment Executive shall, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during customary vacation periods and reasonable periods of absence due to sicknessillness, injury or disability, Employee shall devote Employee’s full substantially all of his business time throughout the Employment Term and attention to the services required performance of Employee hereunder; provided that his duties hereunder and to the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic business and community activities. Employee shall render Employee’s business services exclusively to affairs of the Company and its subsidiaries and affiliate entities during to promoting the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and best interests of the Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his any activity inimical to such best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyinterests.

Duties. Employee acknowledges, agrees and accepts employment by Paxson in the Titled Position for the Paxson Group and in such capaxxxx Xmployee shall be responsible for xxx xerformance of the duties of the Titled Position and for such other executive and administrative duties as may be designated from time to time by the Responsible Officer or the Chairman of PCC. Employee shall be employed provided by Paxson suitable office space for Employee in the "EMPLOYMENT LOCATIXX", xs identified on Schedule I annexed hereto, together with all reasonable support staff and secretarial assistance, equipment, stationary, books and supplies, as determined by the Company Responsible Officer. Employee shall use Employee's best efforts during the term of employment hereunder to further, enhance and develop the business of PCC, the Paxson Group and any networks or stations it may own or operate. Suxxxxx to the direction of the "RESPONSIBLE OFFICER", as a senior executive officer and identified in Schedule I annexed hereto, Employee shall endeavor in good faith to competently perform such duties as inherent set forth in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Schedule I annexed hereto under "EMPLOYMENT DUTIES." Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityexpressly modified herein, Employee shall devote be subject to all of the Paxson Group's policies including payola, plugola and conflicts of xxxxxxst, as well as the following: (a) Employee will comply with all Paxson Group and professional standards governing Employee'x xxxectivity in the performance of Employee’s full time throughout 's duties, including restrictions on outside activities, investments, business interests, or other involvements which could compromise Employee's objectivity or create an impression of conflict of interest. Employee will not knowingly, without the prior approval of Employee's Responsible Officer on behalf of Paxson, accept any gift, compensation, or gratuity (which xxxxxxes business meals and entertainment received by Employee in the ordinary course of business) from any person or entity with which the Paxson Group or any of its broadcast properties is or may xx xx competition or in any instance where there is a stated or implied expectation of favorable treatment of that person or entity. Employee will not, without the prior written approval of Employee's Responsible Officer, take advantage of any business opportunity or situation or engage in any enterprise or venture of which the Paxson Group may have an interest on his or her own behalf, xx xaid business opportunity or situation, enterprise or venture is related in any way to or is similar to the business of the Paxson Group. (b) In performing the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitableDxxxxx under this Agreement, civic and community activities. Employee shall render Employee’s business services exclusively conduct himself with due regard to Company social conventions, public morals and its subsidiaries standards of decency, and affiliate entities during will not cause or permit any situation or occurrence which would tend to degrade, scandalize, bring into public disrepute, or otherwise lower the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties community standing of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyor Paxson's public image.

Duties. Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President the Chief Executive Officer of the Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President the Chief Executive of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. 3.1 The Employee shall be employed by shall, during the Company as a senior executive officer term of his employment with the Company, and subject to the direction and control of the Board, report directly to the Board and shall endeavor in good faith to competently exercise such authority, perform such executive duties and functions and discharge such responsibilities as inherent in Employee’s employment or any designated job are reasonably associated with his executive position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors may be reasonably assigned or President of Company shall delegated to him from time to time reasonably determineby the Board, not inconsistent consistent with Employee’s his position as a senior executive officer with CompanyPresident and Chief Executive Officer. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityIn general, Employee shall devote Employee’s full time throughout have management authority with respect to, and responsibility for, the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic overall operations and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the day-to-day business and interests affairs of the Company and its subsidiaries all major operating units. 3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his business time and attention to the affairs of the Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use his best efforts in a manner consistent the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the duties of Employee’s position. Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. 3.3 Employee shall diligentlyundertake regular travel to the Company’s executive and operational offices, prudentlyand such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company, professionally and responsibly perform his duties and all airplane travel shall discharge his employment utilizing his best faith efforts and prudent judgment be first or business class, or otherwise fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for first or business class. Other expenses shall be reimbursed in accordance with a high degree of proficiency and competency and the Company’s policies for the exclusive interest of companyexecutive travel.

Duties. Employee shall be employed by During the Company as a senior executive officer term of this Agreement, subject to the direction and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company control of the Chief Executive Officer and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determineHME, not inconsistent with Employee’s position as a senior executive officer with Company. the Employee shall also comply with any By-Laws serve in the capacity of Company, as applicable. Employee shall perform Employee’s duties principally at Senior Advisor to the offices Chief Executive Officer and other senior staff of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, and HME and shall perform and discharge well and faithfully any management and other duties consistent with such travel to such other locations from time to time as the Board position of Directors or President of Company may reasonably request. Except Senior Advisor as may otherwise be approved in advance assigned to the Employee by the Chief Executive Officer and/or by the Board of Directors of Company, and except during vacation periods and reasonable periods HME . Provided that the Employee continues to be an elected member of absence due to sickness, injury or disabilitythe Board of Directors of HME for the terms of this Agreement, Employee shall devote Employee’s full time throughout also agrees to serve as Co-Chairman of the Employment Term Board of Directors of HME and to perform such services as are typically provided by the services required Chairman of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic Board of a publicly registered and community activitieslisted company. Employee shall render The amount of Employee’s business services exclusively time to Company be devoted to the interests and its business of the Company, HME and their subsidiaries and affiliate entities during affiliates, shall depend on the Employment Term responsibilities and tasks that Employee is requested to perform as provided above but shall use his/her good faith effortsapproximate the respective percentages of Employee’s business time for the time frames below: Calendar Year 2004 66-2/3% Calendar Year 2005 50% Calendar Year 2006 33-1/3% The Employee shall not be required or expected to exceed the percentages set forth above and the above maximum time commitment shall be subject to a customary vacation period of six weeks per year, judgment periods of illness and energy other absences beyond his control. It is agreed that the Employee shall not be required to improve and advance perform his duties under this Agreement at the business and interests corporate offices of the Company on an everyday basis. Instead, the Employee shall be permitted to perform those duties at a location or locations based upon the needs of the Company and its subsidiaries suiting his convenience with communications as necessary to perform those duties to be made through means of telephone, the internet, telecopy and mail. Notwithstanding the preceding sentence, the Employee agrees to make himself available in a manner consistent with person at the duties Company’s corporate office to the extent reasonably requested by the Chief Executive Officer and/or the Board of Employee’s position. Employee shall diligently, prudently, professionally and responsibly Directors of HME or as may be otherwise necessary or appropriate to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyhereunder.

Duties. The Company shall employ the Employee shall be employed by as Senior Vice President and General Counsel and the Employee accepts employment with the Company as a senior executive officer on the terms and shall endeavor conditions set forth in good faith this Agreement. The Employee agrees to competently perform devote her full time and attention (reasonable periods of illness excepted) to the performance of her duties under this Agreement. In general, such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties as the Board of Directors or President of the Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time reasonably determineof which the Employee is or should be aware, not inconsistent and shall perform her duties in good faith with Employee’s position as a senior executive officer with due care and in the best interests of the Company. The devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall also comply with any By-Laws not be deemed a breach of Companythis Agreement, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with provided that such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be activities are approved in advance by the Board in writing (for the purposes of Directors this paragraph, the term “personal investment, outside business or charitable activities” shall not include passive investment by the Employee of Companyher personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, the Employee shall devote Employee’s full time throughout be entitled to engage in and continue the Employment Term to the services required activities set forth in Schedule B of Employee hereunderthis Agreement; provided that the foregoing shall not prohibit Board may review such activities on an annual basis and if the Board determines that such activities are interfering with the performance of her duties hereunder and so notifies the Employee from engaging in reasonable charitablewriting, civic and community activities. the Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests terminate such activities within 60 days of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companysuch notice.

Duties. EMPLOYEE shall be responsible for meeting the company’s, growth and profit directed activities. To achieve these and all other defined objectives EMPLOYEE shall (i) participate in managing budgets and obtaining financing; (ii) support the Company’s mission, strategic and tactical plan, including, business development, sales, marketing, and project management and; (iii) the establishment of corporate policy and culture; (iv) investor and public relations (IR/PR); and (v) compliance with US regulatory agencies (financial and service related). Employee shall work closely with the Company’s CFO and Secretary in defining and achieving all objectives. In addition, EMPLOYEE’s duties shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Company’s Board of Directors or President of Company shall specify from time to time reasonably determinetime, not inconsistent with Employee’s position as and shall entail those duties customarily performed by Chief Executive Officer of a senior executive officer with Companysimilarly situated company. Employee EMPLOYEE shall also comply with any By-Laws of Companydiligently and faithfully execute and perform such duties and responsibilities, as applicable. Employee shall perform Employee’s duties principally at subject to the offices general supervision and control of the Company at 0000 Xxxxxxx 000 XxxxCompany’s Board of Directors. EMPLOYEE shall be responsible and report only to the Company’s Board of Directors. In its sole and absolute discretion, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Company’s Board of Directors shall determine EMPLOYEE’s duties and responsibilities and may assign or President of Company may reasonably request. Except reassign EMPLOYEE to such duties and responsibilities as may otherwise be approved it deems in advance the Company's best interest, to the extent such assignment or reassignment is commensurate with the duties customarily performed by the Board Chief Executive Officer of Directors of Companya similarly situated company. EMPLOYEE shall devote his full-time attention, energy, and except skill during vacation periods and reasonable periods of absence due normal business hours to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests affairs of the Company and its subsidiaries shall not, during the Employment Term, as that term is defined below, be actively engaged in a manner consistent any other business activity, except with the duties prior written consent of Employeethe Company’s positionBoard of Directors. Employee shall diligentlyNotwithstanding anything to the contrary in this Agreement EMPLOYEE is not precluded from devoting reasonable periods of time required for: (a) serving as a director or member of a committee of any organization or corporation, prudently, professionally and responsibly perform charity or governmental position involving no conflict of interest with the interests of the Company; (b) managing his personal investments or engaging in any other non-competing business; provided that such activities do not materially interfere with the regular performance of his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for responsibilities under this Agreement as determined by the exclusive interest of companyCompany.

Duties. During the Employment Period, Employee shall serve as the Chief Financial Officer of Xxxx and as the Chief Financial Officer of LLC. Employee shall report directly to the Chief Executive Officer and/or President of Xxxx and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX (the “Principal Location”). Subject to the direction of and reporting to the Chief Executive Officer and/or President of Xxxx, Employee shall perform all services, acts or things advisable to manage and conduct the financial operations of Xxxx and LLC, and such other areas consistent with his title as the Chief Executive Officer and/or President of Xxxx may request. Such services, acts and other things shall include, without limitation, (a) the financial management of Xxxx, LLC and their affiliated entities as assigned to Employee from time to time, and (b) conducting such other activities that are necessary or appropriate to assist Xxxx in conducting its business as it relates to the foregoing, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of either Employer. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employers’ business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed by or otherwise engaged in any other business or enterprise without the Company written consent of the Employers. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8, 9 and 10, nothing contained herein shall preclude Employee from (i) engaging in charitable activities and community affairs, (ii) managing his personal and family investments and affairs or (iii) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employers (it being understood that a reasonable number would be one public company board and one private company board), in each case as a senior executive officer and shall endeavor in good faith to competently perform long as such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and activities do not materially interfere with the discharge such other employment of his duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyunder this Section 1(b).

Duties. a. Employee shall be the Managing Licensee and Supervising Veterinarian of the XxXxxxxx Animal Hospital in Santa Barbara, California (“Hospital”) and shall manage the Hospital b. Employee shall assist the Company in identifying and employing one or more additional veterinarians c. Employee shall assist the Company in the identification and acquisition of additional veterinary clinics; d. Employee shall assist the Company in development of the Company’s immuno-therapeutic cancer vaccine (compensation to be determined under separate agreement). During the Employment Period, Employee shall perform his duties hereunder in a diligent manner and shall use his best efforts to promote the best interests of the Company. It is agreed that Employee will, in good faith and within reasonable limits, which are consistent with the scope and nature of Employee’s duties and responsibilities as set forth in this Agreement, devote the time required to fulfill his duties pursuant to this Agreement and shall be present as required at the Hospital to render veterinary services and manage the Hospital during the hours of operation of the Hospital. The hours of operation of the Hospital shall be as follows: Open Mon-Thu 10am-8pm; Fri 10am-7pm; Sat 10am-3pm; Sun 10am-1pm which may be changed by mutual agreement of Employee and Company. Upon employment by the Company of a veterinarian who shall assume the duties of Supervising Veterinarian and Managing Licensee of the Hospital, Employee shall be required to devote twenty four hours per week to his duties pursuant to this Agreement. It is agreed that Employee will, in good faith and within reasonable limits, which are consistent with the scope and nature of Employee’s duties and responsibilities as set forth in this Agreement, devote the time required to fulfill his duties. Company will (with the assistance of the Employee) make a good faith effort to employee a veterinarian with two (2) months from the Start Date. Employee shall be employed by the Company as in a senior executive officer professional capacity and shall endeavor in good faith this Section 3(b) is not intended to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term confer “hourly employee” status to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. During the Employment Period, Employee shall be employed serve as the President and Chief Executive Officer of Xxxx and as the President and Chief Executive Officer of LLC. Employee shall (x) have general responsibility for implementation of the policies of the Employers, as determined by the Company Board, and for the management of the business and affairs of the Employers; (y) in general, supervise and control all of the business and affairs of the Employers; and (z) perform those services as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall set from time to time reasonably determineby the Board or other governing body of the Employers or a committee thereof, not inconsistent commensurate with Employee’s position as a senior executive officer positions, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with Companyapplicable law or ethical standards or in the best interests of the shareholders of either Employer. Employee shall also comply report directly to the Board and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Principal Location”). In furtherance of the foregoing, Employee shall have the primary right and responsibility for providing the Board or other governing body of the Employers with recommendations as to the Employers’ policies and business strategies and their implementation, including, without limitation, those relating to Xxxx’ real estate assets. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employers’ business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed or otherwise engaged in any Byother business or enterprise without the written consent of the Employers. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8, 9 and 10, nothing contained herein shall preclude Employee from (i) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employers, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and family investments and affairs, or (iv) writing and selling works of fiction and non-Laws fiction (to the extent that such works do not disclose Confidential Information (as defined below)), in each case as long as such activities do not materially interfere with the discharge of Company, as applicablehis duties and responsibilities under this Section 1(b). Employee shall perform Employee’s duties principally at the offices continue to serve as a member of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyBoard.

Duties. The Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s his/her employment or and/or any designated job position or and/or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of the Company shall from time to time reasonably determine, not inconsistent with Employee’s his/her position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 2000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of the Company may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full time during normal business hours throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit the Employee from engaging in reasonable charitable, civic charitable and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. The Employee shall serve as the CBO for the Company and any affiliate or subsidiary of the Company determined by the Company's Board of Directors, and shall perform such duties, functions and responsibilities as are associated with and incident to that position and as the Company may, from time to time, require of him. The Employee shall report to the President and CEO of the Company. The Employee shall serve the Company faithfully, conscientiously and to the best of the Employee's ability and shall promote the interests and reputation of the Company under direction of the President and CEO. Unless prevented by sickness or disability, the Employee shall devote all of the Employee's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee's duties may require, to the duties of the Employee's employment. The principal place of employment of the Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge at Employer's Woburn, MA area office and/or such other location as shall be necessary for the Employee to discharge the Employee's duties hereunder. The Employee acknowledges that in the course of employment duties the Employee may be required, from time to time, to travel on behalf of the Company. The Company recognizes that the Employee will continue to maintain his relationships with venture capital funds, investment entities or investment banks and responsibilities as the Board of Directors or President of Company shall may from time to time reasonably determineconsult to them on specific issues, provided that this will not inconsistent interfere with the Employee’s position 's fulfillment of his duties and obligations to the Company, its affiliates and subsidiaries as outlined in this Agreement or otherwise. (1) report to the CEO and President; (2) participate as a senior executive officer equal member of the Executive Team, (3) with Company. Employee shall also comply with any By-Laws of Companythe CEO, as applicable. Employee shall perform Employee’s duties principally at lead efforts to raise the offices next and subsequent equity rounds and to develop the business of the Company at 0000 Xxxxxxx 000 Xxxxin North America, XxXxxxxxand/or Europe and/or Israel and/or the Far East, Xxxxxxxxx(4) be part of the team negotiating the outlicensing of the Company's proprietary compounds, with such travel (5) act as the Secretary of the Company's Board of Directors, and as a Observer to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by Directors, (6) Be responsible, supervise, manage and maintain all the Board of Directors of Company, financial and except during vacation periods legal aspects and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests duties of the Company and its subsidiaries including but not limited to those specified in a manner consistent with the duties Board Minutes of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyMeeting dated 11th August 2003.

Duties. The Employee shall during the term of his employment hereunder: A. devote his full normal working time, energies and attention to the duties of his employment, as they may be employed reasonably established from time to time by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President consistent with the position and office occupied by Employee, provided, however, that (1) Subject to disclosure to and approval by the Board of Company Directors, which approval shall from time to time reasonably determinenot be unreasonably withheld, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply have the right, in his discretion, to accept and carry out the duties associated with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as his membership on the Board of Directors of other companies as consistent with the terms of this Agreement, as well as on industry standard committees and similar organizations; (2) Employee shall be responsible for direction of the overall affairs of the Company (subject to general direction from the Board of Directors); and (3) all officers and/or employees of the Company shall either report to Employee or President of Company may reasonably request. Except as may otherwise be approved in advance to another officer who shall then report to Employee; B. comply with all reasonable rules, regulations and administrative directions now or hereafter established by the Board of Directors of the Company; C. be reimbursed by the Company from time to time (but at least monthly) for all reasonable and necessary business expenses incurred by him in the performance of his duties hereunder, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to the Company such accounts and its subsidiaries vouchers covering expenditures as the Company reasonably requires and affiliate entities during the Employment Term as are necessary for tax purposes, and shall use his/her good faith effortsfollow normal Company policy on expenses; and D. not engage in any activity or employment which would reasonably be expected to materially conflict with or have a material adverse affect on, judgment and energy to improve and advance the present or prospective business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyCompany.

Duties. The Company shall employ the Employee shall be employed by as President and Chief Operating Officer and the Employee accepts employment with the Company as a senior executive officer on the terms and shall endeavor conditions set forth in good faith this Agreement. The Employee agrees to competently perform devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties as the Board of Directors or President of the Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time reasonably determineof which the Employee is or should be aware, not inconsistent and shall perform his duties in good faith with Employee’s position as a senior executive officer with due care and in the best interests of the Company. The devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall also comply with any By-Laws not be deemed a breach of Companythis Agreement, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with provided that such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be activities are approved in advance by the Board in writing (for the purposes of Directors this paragraph, the term “personal investment, outside business or charitable activities” shall not include passive investment by the Employee of Companyhis personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, the Employee shall devote Employee’s full time throughout be entitled to engage in and continue the Employment Term to the services required activities set forth in Schedule B of Employee hereunderthis Agreement; provided that the foregoing shall not prohibit Board may review such activities on an annual basis and if the Board determines that such activities are interfering with the performance of his duties hereunder and so notifies the Employee from engaging in reasonable charitablewriting, civic and community activities. the Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests terminate such activities within 60 days of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companysuch notice.

Duties. Employee (a) Throughout the Employment Period, the Executive shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices Chief Financial Officer of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel reporting directly to such other locations from time to time as the Board Chief Executive Officer of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods shall have all duties and reasonable periods authorities as customarily exercised by an individual serving in such position in a company the nature and size of absence due the Company. The Executive shall at all times comply with all written Company policies applicable to sicknesshim. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, injury or disabilityCalifornia metropolitan area, Employee but the Executive shall devote Employee’s full time throughout undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Term Period, the Executive shall use his best efforts to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitableperform his duties under this Agreement fully, civic diligently and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term faithfully, and shall use his/her good faith efforts, judgment and energy his best efforts to improve and advance promote the business and interests of the Company and its subsidiaries in a manner consistent and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the duties prior written consent of Employeethe Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for responsibilities to the exclusive interest of companyCompany as provided hereunder.

Duties. The Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform will have such duties as inherent in are assigned or delegated to the Employee by the Chief Executive Officer, and will serve as Chief Scientific Officer of the Employer. The Employee will devote the Employee’s employment or any designated job position or as specified by Company business, time, attention, skill, and shall also perform energy to the business of the Employer, will promote the success of the Employer’s business, and discharge such other employment duties will cooperate with the Chief Executive Officer and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at in the offices advancement of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as best interests of the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunderEmployer; provided that nothing herein shall require Employee to work on average more than twenty (20) hours per week. Nothing in this Section 2.3, however, will prevent the foregoing shall not prohibit Employee from engaging in reasonable charitableadditional activities in connection with personal investments, civic corporate directorships and community activities. Employee shall render affairs that are not inconsistent with the Employee’s business services exclusively duties under this Agreement. It is expressly understood and agreed that to Company the extent any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and its subsidiaries and affiliate entities during scope thereto) subsequent to the Employment Term and Effective Date shall use his/her good faith effortsnot thereafter be deemed to be inconsistent with the Employee’s duties under this Agreement. The Employee shall, judgment and energy from time to improve and advance time, inform the business and interests Chief Executive Officer of those additional activities in which the Employee is engaged. If, at any time, the Employee is elected as a director of the Company and its subsidiaries in Employer or as a manner consistent with director or officer of any of Employer’s subsidiaries, the duties of Employee will fulfill the Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyas such director or officer without additional compensation.

Duties. Employee 2.1 The Executive shall be employed by as President of the Company as a senior executive officer Bank and President of the Company, shall endeavor in good faith report to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also be subject to the direction of the Chief Executive Officer, and must perform and discharge such other employment well and faithfully the duties and responsibilities as which may be assigned to the Board of Directors or President of Company shall Executive from time to time reasonably determineby the Employer in connection with the conduct of its business. The Bank anticipates, not inconsistent but makes no assurances that, commensurate with EmployeeExecutive’s position role as President, the Company will include Executive on the recommended slate of directors presented to the stockholders at each stockholders meeting during the Term pursuant to which Executive's term as a senior executive officer with Company. Employee shall also comply with any Bydirector would expire unless nominated and re-Laws of Companyelected. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, as applicable. Employee shall perform Employee’s duties principally at the offices Executive must: (a) devote substantially all of the Company Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Executive by the Chief Executive Officer and the Board; (c) timely prepare and forward to the Chief Executive Officer and to the Board all reports and accounting as may be requested of the Executive; and (d) act in the best interest of the Employer and protect the business and reputation of the Employer. 2.3 The Executive must devote the Executive’s entire business time, attention and energies to the Employer’s business and must not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this will not be construed as preventing the Executive from: (a) investing the Executive’s personal assets in businesses which are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor; (b) passive ownership of securities in any corporation whose securities are regularly traded provided that such purchase will not result in Executive collectively owning beneficially at 0000 Xxxxxxx 000 Xxxxany time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; and (c) participating in civic and professional affairs and organizations and conferences, XxXxxxxxpreparing or publishing papers or books or teaching, Xxxxxxxxx, with such travel subject to such other locations any directions or limitations that might be established by the Chief Executive Officer and the Board from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companytime.

Duties. From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee shall and the Employee agrees to be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices President and Chief Executive Officer of the Company at 0000 Xxxxxxx 000 Xxxxand in such equivalent, XxXxxxxx, Xxxxxxxxx, with such travel additional or higher executive level position or positions as shall be assigned to such other locations from time to time as him by the Company's Board of Directors Directors. While serving in such executive level position or President of Company may reasonably request. Except as may otherwise positions, the Employee shall report to, be approved in advance by responsible to, and shall take direction from the Board of Directors of the Company. The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and to faithfully, industriously, and except during vacation periods to the best of his ability, experience and reasonable periods of absence due talent, perform the duties which are assigned to sickness, injury or disability, him. The Employee shall devote Employee’s full time throughout observe and abide by the Employment Term reasonable corporate policies and decisions of the Company in all business matters. The Employee represents and warrants to the services required 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 hereunder; provided that in corporations and firms other than the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during (b) any investment or ownership interest in any corporation or firm other than the Employment Term Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of their class and shall use his/her good faith efforts, judgment and energy to improve and advance real estate). The Employee will promptly notify the business and interests Board of Directors of the Company and its subsidiaries of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement 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 Employee's other positions or investments in other firms do not create a manner consistent with conflict of interest, violate the duties of Employee’s position. 's obligations under Section 7 below or cause the Employee shall diligently, prudently, professionally and responsibly perform to neglect his duties hereunder, such activities and positions shall discharge his employment utilizing his best faith efforts and prudent judgment with not be deemed to be a high degree breach of proficiency and competency and for the exclusive interest of companythis Employment Agreement.

Duties. During the Employment Period, Employee shall serve as the President and Chief Operating Officer of LLC. Employee shall report directly to the Chief Executive Officer of LLC and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX (the “Principal Location”). Subject to the direction of and reporting to the Chief Executive Officer of LLC, Employee shall perform all services, acts or things advisable to manage and conduct the day-to-day operations of LLC, and such other areas consistent with his title as the Chief Executive Officer of LLC may request, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of the LLC or Xxxx. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employer’s business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed by or otherwise engaged in any other business or enterprise without the Company written consent of the Employer. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8, 9 and 10, nothing contained herein shall preclude Employee from (i) engaging in charitable activities and community affairs, (ii) managing his personal and family investments and affairs or (iii) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employer (it being understood that a reasonable number would be one public company board and one private company board), in each case as a senior executive officer and shall endeavor in good faith to competently perform long as such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and activities do not materially interfere with the discharge such other employment of his duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyunder this Section 1(b).

Duties. Employee shall be employed by the Company as a senior executive officer of the Company and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President the Chief Executive Officer of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his her duties and shall discharge his her employment utilizing his her best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. During the Employment Period, Employee shall be employed by serve as the Company Executive Vice President of Xxxx and as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in the Executive Vice President of LLC. Employee’s employment or any designated job position or duties, responsibilities and powers, as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall set from time to time reasonably determineby the Board or a committee thereof, not inconsistent shall be commensurate with Employee’s position as a senior executive officer positions, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with Companyapplicable law or ethical standards or in the best interests of the shareholders of either Employer. Employee shall also comply report directly to Xxxxx Xxxxxxx and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Principal Location”). During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employers’ business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed or otherwise engaged in any other business or enterprise without the written consent of the Employers. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8, 9 and 10, nothing contained herein shall preclude Employee from (i) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with any By-Laws the business of Companythe Employers, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and family investments and affairs, or (iv) creating and selling works of art, in each case as applicablelong as such activities do not materially interfere with the discharge of his duties and responsibilities under this Section 1(b). Employee shall perform Employee’s duties principally at the offices continue to serve as a member of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyBoard.

Duties. Employee shall be employed by In addition to having the Company as a senior executive officer and shall endeavor responsibilities described in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and Section 3.1, during the Term, the Executive shall also perform and discharge such other employment the duties and responsibilities customarily incident to the position of Executive Vice President of FGI and as are consistent with each Company's Bylaws, as now existing or hereafter amended, and the directives of the Chief Executive Officer of FGI. The Executive shall report directly to the Chief Executive Officer of FGI. The Chief Executive Officer of FGI shall, as soon as practicable, nominate the Executive to serve on the Board, recommend to the members of the Board the election of the Executive to the Board and use his best efforts to have the Executive elected to the Board. The duties and responsibilities of the Executive shall include, but not be limited to, the following: (i) serving as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices Chief Executive Officer of the Company at 0000 Xxxxxxx 000 XxxxBlue Rhino Division; (ii) providing strategic direction for growth and profitability of the Blue Rhino Division; (iii) providing leadership for the integration of the Blue Rhino Division into Ferrellgas; (iv) materially participating on the Executive Committee of Ferrellgas, XxXxxxxx, Xxxxxxxxx, with such travel to include periodic trips to Kansas City; (v) materially participating in company wide meetings; and (vi) such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except senior management activities as may otherwise be approved in advance reasonably required by the Board of Directors of CompanyBoard. During the Term and except for illness, reasonable vacation periods, and except during vacation periods and reasonable periods leaves of absence due to sicknessabsence, injury or disability, Employee the Executive shall devote Employee’s his full time throughout the Employment Term business time, attention, skill, energies and efforts to the services required faithful performance of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic his duties hereunder and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests affairs of the Company Companies and any subsidiary or affiliate of the Companies and shall not during the Term be employed in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that, (i) with the approval of the Board, the Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the Board's judgment, will not present any conflict of interest with the Companies or any of its subsidiaries or affiliates or divisions, or materially affect the performance of the Executive's duties pursuant to this Agreement and (ii) the Executive shall not be prevented from investing his personal assets in a any business which does not compete with the Companies or with any subsidiary or affiliate of the Companies, where the form or manner consistent with of such investment will not require substantial services on the part of the Executive in the operation of the business in which such investment is made. Notwithstanding the foregoing, the duties of Employee’s position. Employee the Executive (i) shall diligentlynot be materially expanded without the Executive's prior approval; and (ii)shall not require him to relocate his residence from Winston-Salem, prudentlyNorth Carolina as a result of the Companies moving the Executive's office greater than fifty (50) miles away from the principal office of the Blue Rhino Division as of the date of this Agreement, professionally and responsibly perform his duties and shall discharge not make it impractical for him to continue to reside at his employment utilizing his best faith efforts and prudent judgment with a high degree current residence or cause him to reside away from there for extended periods of proficiency and competency and for the exclusive interest of companytime.

Duties. Employee (a) Executive shall be employed by employed: (i) as the Company as a senior executive officer Chief Marketing Officer of the Company, and shall endeavor in good faith (ii) to competently perform such duties as inherent in Employee’s employment other or any designated job position or as specified by Company and shall also perform and discharge such other employment additional duties and responsibilities consistent with Executive’s title(s), status, and position as the board of directors of the Company and/or any Associated Company (“Board” or “Board of Directors or President of Company shall Directors”), from time to time reasonably determineprescribe. Executive will report to the Chief Executive Officer of MIVA, not inconsistent with Employee’s position Inc. (b) So long as a senior executive officer with Company. Employee shall also comply with any By-Laws of Companyemployed under this Agreement, as applicable. Employee shall perform Employee’s duties principally at the offices Executive agrees to devote full time and efforts exclusively on behalf of the Company and/or Associated Companies and to competently, diligently and effectively discharge all duties of Executive hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other non-employment activities as do not interfere with full time employment hereunder and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable policies of the Company and of any Associated Company as are from time to time in effect. (c) The Executive shall be based out of the Company’s London office. If the Company decides to move its operations more than 35 miles from its current offices in London, Executive shall not be required to relocate and, to the extent the Executive cannot perform his duties hereunder as a result of such a move, his non-performance will not constitute Cause (as defined below). (d) The Executive will be required to work at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as to meet the Board needs of Directors or President of Company may reasonably requestthe Company’s business, both inside and outside the UK. Except as may otherwise The Executive will be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due required to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance travel on the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and /or any Associated Company to such places as may be reasonably necessary for the exclusive interest proper performance of companyhis duties, both inside and outside the UK. (e) The Company’s normal business hours are 9am to 6pm. The Executive will be required to work such hours as are necessary for the proper performance of his duties. Accordingly, no overtime will be paid for such additional hours. (f) Because of the autonomous nature of the Executive’s role, the Executive’s working time is not measured or monitored, or determined by the Company and the limit on weekly working time set out in the Working Time Regulations 1998 or such other regulations amending or subsisting those from time to time (“the Regulations”) does not apply to his employment.

Duties. The Employee shall be employed by as Executive Vice President and Chief Financial Officer of the Company as a senior executive officer Company, shall faithfully perform and shall endeavor in good faith to competently perform discharge such duties as inherent inhere in Employee’s employment or any designated job the position or of Executive Vice President and Chief Financial Officer of the Company and as may be specified by in the Limited Liability Company Agreement of the Company with respect to such position, and shall also perform and discharge such other employment duties and responsibilities consistent with such position as the Board of Directors or President of the Company (the "Board of Directors") shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with . The Employee shall report to the President and Chief Operating Officer of the Company. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxxin Dallas, XxXxxxxx, XxxxxxxxxTexas, with such travel to such other locations from time to time as the Board of Directors or President of Company and Chief Operating Officer may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of CompanyDirectors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full business time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Notwithstanding the foregoing, the Employee shall diligentlybe entitled to participate as a director or advisor to one or more associations, prudentlybusinesses or community or charitable organizations in the Dallas/Ft. Worth area, professionally and responsibly so long as such activity does not (i) involve a substantial amount of the Employee's time, (ii) impair in any material respect the Employee's ability to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree under this Agreement or (iii) violate the provisions of proficiency and competency and for the exclusive interest Section 9 of companythis Agreement.

Duties. Employee 3.1 The Executive shall be employed by oversee the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices operation of the Company at 0000 Xxxxxxx 000 XxxxCCE European theatrical business, XxXxxxxxthe CCE European sports business, XxxxxxxxxDonington and the CCE London head office in Grosvenor Street. Theatrical business includes UK theatres plus numerous West End, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, touring and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee European 1.4 he shall devote Employee’s full time throughout all his time, attention and skill to his duties hereunder. The Executive shall at all times act in the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries Associated Companies and hereby agrees that (subject as hereinafter provided) all existing projects (including but not limited to all existing tours and productions) shall be developed by him for the benefit of the Company and its Associated Companies. The Executive shall faithfully and diligently perform such duties and exercise such powers consistent therewith as may from time to time be assigned to or vested in a manner him by the Board or the Company consistent with his appointment hereunder. The Company and the Executive hereby agree that during the Term all promotional documentation (including, but not limited to front of house displays, advertising and marketing materials) for all tours and productions shall include the wording "David Ian for SFX (Theatre) UK presents...". However, the Company reserves the right to review and amend this obligation at the Company's discretion, to include specified wording in promotional documentation on and at any time after the second anniversary of the Term. 3.2 The Company reserves the right to assign to the Executive duties of a different nature either additional to or instead of those referred to in Clause 3.1 above, PROVIDED THAT he will only be assigned duties which he can reasonably perform and which are reasonably consistent with his status hereunder and, PROVIDED ALWAYS THAT any material change to the duties will require the Executive's prior consent. 3.3 The Executive shall obey the reasonable and lawful orders of Employee’s position. Employee the Board, given by or with the authority of the Board, and shall diligentlycomply with all the Company's rules, prudentlyregulations, professionally policies and responsibly perform procedures from time to time in force. 3.4 The Executive may be required in pursuance of his duties to perform services not only for the Company but also for any Associated Company, without further remuneration (except as otherwise agreed), and to accept any such office or position in any Associated Company which is consistent with his position with the Company, as the Board or the Company may from time to time reasonably require. 3.5 The Executive acknowledges that during the Employment the Company and/or Associated Company may be subject to a reorganisation or restructuring (including but not limited to amalgamation or reconstruction as referred to in Clause 20 below). In the event of such reorganisation or restructuring, the Executive agrees to comply with the reasonable requests of the Board regarding such reorganisation or restructuring PROVIDED THAT his duties with regard to the day-to-day management of the business carried on by the Company and/or Associated Company immediately before such reorganisation or restructuring shall discharge not be diminished. 3.6 The Executive's basic working hours shall be 40 hours each week (including weekends), and such additional hours (without further remuneration) as are necessary for the proper performance of his employment utilizing his best faith efforts and prudent judgment with a high degree duties of proficiency and competency employment 3.7 Where appropriate the Executive shall during the Employment and for the exclusive interest prohibited period after the termination of the Employment comply with all applicable rules of the New York Stock Exchange or the exchange or national market system in which Clear Channel Communications, Inc.'s ("Clear Channel") common stock (or such stock as the Clear Channel common stock may be converted into as a result of combinations of shares, recapitalisation, merger or other such events relating to the common stock of Clear Channel which may occur at any time and from time to time from and after the date of this Agreement) is then trading, and the rules and regulations of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any Company Policy issued in relation to (i) dealings in shares debentures or other securities of Clear Channel and any Associated Companies or (ii) unpublished price sensitive information affecting the securities of any other company. The Executive shall provide all information and such additional assistance to Clear Channel, SFX Entertainment, Inc. or the Company as Clear Channel, SFX Entertainment, Inc. or the Company may reasonably request to allow it to comply fully with such rules, regulations and policies. For the purposes of this clause the "prohibited period" shall be from the date of termination of the Employment until the later of (i) the next announcement of Clear Channel's or any Associated Company's results pursuant to the Exchange Act or (ii) such time as when any price sensitive information the Executive has obtained during the Employment ceases to be price sensitive information, either through publication or otherwise.

Duties. Employee acknowledges, agrees and accepts employment by Pxxxxx in the Titled Position (as defined in Schedule I annexed hereto) for the various businesses operated by Pxxxxx Communications Corporation (“PCC”) and its subsidiaries and affiliates (collectively, the “Pxxxxx Group”) and in such capacity Employee shall be employed responsible for the performance of the duties of the Titled Position and for such other executive and administrative duties as may be designated from time to time by the Company Responsible Officer or the Chairman of PCC. Employee shall be provided by Pxxxxx suitable office space for Employee in the “Employment Location”, as a senior executive officer identified on Schedule I annexed hereto, together with all reasonable support staff and secretarial assistance, equipment, stationary, books and supplies, as determined by the Responsible Officer. Employee shall endeavor use Employee’s best efforts during the term of employment hereunder to further, enhance and develop the business of PCC, the Pxxxxx Group and any networks or stations it may own or operate. Subject to the direction of the “Responsible Officer”, as identified in good faith to competently Schedule I annexed hereto, Employee shall perform such duties as inherent set forth in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Schedule I annexed hereto under “Employment Duties.” Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityexpressly modified herein, Employee shall devote be subject to all of the Pxxxxx Group’s policies including payola, plugola and conflicts of interest, as well as the following: (a) Employee will comply with all Pxxxxx Group and professional standards governing Employee’s full time throughout objectivity in the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties performance of Employee’s positionduties, including restrictions on outside activities, investments, business interests, or other involvements which could compromise Employee’s objectivity or create an impression of conflict of interest. Employee will not knowingly, without the prior approval of Employee’s Responsible Officer on behalf of Pxxxxx, accept any gift, compensation, or gratuity (which excludes business meals and entertainment received by Employee in the ordinary course of business) from any person or entity with which the Pxxxxx Group or any of its broadcast properties is or may be in competition or in any instance where there is a stated or implied expectation of favorable treatment of that person or entity. Employee will not, without the prior written approval of Employee’s Responsible Officer, take advantage of any business opportunity or situation or engage in any enterprise or venture of which the Pxxxxx Group may have an interest on his or her own behalf, if said business opportunity or situation, enterprise or venture is related in any way to or is similar to the business of the Pxxxxx Group. (b) In performing the Employment Duties under this Agreement, Employee shall diligentlyconduct himself with due regard to social conventions, prudentlypublic morals and standards of decency, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree will not cause or permit any situation or occurrence which would tend to degrade, scandalize, bring into public disrepute, or otherwise lower the community standing of proficiency and competency and for the exclusive interest of companyEmployee, or Pxxxxx’x public image.

Duties. Best Efforts: Indemnification. Employee shall be employed by serve as General Counsel and Secretary of the Company, subject only to the directions from the Chairman, Chief Executive Officer, Vice Chairman, President, Chief Financial Officer and Board of Directors of Company. Subject only to the directions of those identified in the preceding sentence, Employee shall have supervision and control over, and sole responsibility for the legal, risk management and human resource affairs of the Company as a senior executive officer well as Secretarial responsibilities as defined in the Companys Bylaws, and shall endeavor in good faith to competently perform have such powers and duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall may be from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance prescribed by the Board of Directors of Company, provided that the nature of Employees powers and except during vacation periods duties so prescribed shall not be inconsistent with Employees position and reasonable periods of absence due to sickness, injury or disability, duties set forth herein. Employee shall devote Employee’s full time throughout the Employment Term all of his business time, attention and energies to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance 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 its subsidiaries abide by all reasonable Company policies now or hereafter existing. Subject to the provisions of Companys Certificate of Incorporation and Bylaws, each as amended from time to time, Company shall indemnify Employee to the fullest extent permitted by the General Corporation Law of the State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorneys fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the acting by Employee as a manner consistent with director, officer or employee of, Company, or any other person or enterprise at Companys request. Company shall obtain and maintain in full force and effect during the duties of Employee’s position. Term, directors and officers liability insurance policies providing full and adequate protection to Employee shall diligently, prudently, professionally and responsibly perform acting within his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and capacities for the exclusive interest of companyCompany.

Duties. Employee (a) You shall serve as Vice President – Reservoir Engineering of Diamondback Energy, shall be employed subject to the general supervision and control of the Chief Executive Officer, the Board and/or such other officers or individuals as the Board may designate, and shall provide such services customarily expected of such office and as may be reasonably requested by the Board (or its designee) from time to time. Your principal office shall be located in Midland, Texas. (b) During the Term, you shall devote your full business time, energies and attention to the business and affairs of Diamondback Energy and its subsidiaries (collectively, the “Diamondback Group” or the “Diamondback Companies” and each of them, individually, a “Diamondback Company”), and you shall not engage in any other business activities; provided, however, that you shall be permitted to engage in such charitable and other activities as do not interfere with the performance of your duties under this Agreement and are approved in writing by the Board. (c) You shall: (i) provide services hereunder to the best of your skills and ability and in an efficient manner and devote such time and effort to the business and affairs of the Company as necessary or advisable to perform your duties hereunder; (ii) act in a manner which you in good faith believe is in the best interests of the Company; (iii) implement any business plan adopted by the Company as a senior executive officer and shall endeavor then in effect; (iv) perform your duties hereunder, including without limitation any duties reasonably assigned to you by the Company, in good faith faith; (v) keep the Company reasonably informed on all matters that are material to competently perform such duties the Company; (vi) be subject to, and comply with, the Company’s and the Diamondback Group’s rules, practices and policies applicable to executive employees as inherent reflected in Employee’s employment the employee handbook, codes of conduct, compliance policies or any designated job position or otherwise, as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall may be amended from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also time; and (vii) cause the Company to comply with any By-Laws all applicable laws and regulations and monitor the development, maintenance, operation and management of Company, as applicable. Employee shall perform Employee’s duties principally at the offices business of the Company at 0000 Xxxxxxx 000 Xxxxto ensure such development, XxXxxxxxmaintenance, Xxxxxxxxx, operation and management complies with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyall applicable laws.

Duties. During his employment hereunder from the date hereof through ------ December 31, 1998, Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified shall be assigned to Employee by the President and Chief Executive Officer of the Company and on a part-time basis. Commencing January 1, 1999 through December 31, 1999, Employee shall also perform and discharge such other employment duties and responsibilities serve as the Board President, Video-On-Demand Division of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee shall also comply with any Byhave general and active charge of the business and affairs of the Video-Laws On-Demand (VOD) Division and, in such capacity, shall have responsibility for the day-to-day operations of the VOD Division, subject to the authority and control of the President and Chief Executive Officer of the Company. Commencing January 1, 2000, provided that the Company shall have disposed of its real-time computer business, Employee shall serve as the President and Chief Executive Officer of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of and the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with shall take such travel actions as necessary to such other locations from time to time cause his nomination as the Board a member of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company. In such capacity, Employee shall have general and active charge of the business and affairs of the Company, and except during vacation periods responsibility for the day-to-day operations of the Company, subject to the authority and reasonable periods control of absence due to sicknessthe Board of Directors of the Company. Throughout the term of employment hereunder, injury or disability, the Employee shall devote Employee’s his full time throughout the Employment Term and undivided attention during normal business hours to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and affairs of the Company, as appropriate to his duties and responsibilities hereunder, except for reasonable vacations and illness or other disability, but nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for serving as a director or member of any advisory committee of not more than two (at any time) "for profit" organizations involving no conflict of interest with the interests of the Company (subject to approval by the Board of Directors, which approval shall not be unreasonably withheld), or from engaging in charitable and its subsidiaries in a manner consistent community activities, or from managing his personal investments, provided such activities do not materially interfere with the duties performance of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyresponsibilities under this Agreement.

Duties. 2.1 The Employee shall be is employed by initially as the Company as a senior executive officer Senior Vice President and shall endeavor in good faith Chief Financial Officer of the Employer and, subject to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the direction of the Board of Directors of the Employer or its designee, consistent with this Agreement and the designation of Employee as Senior Vice President of Company and Chief Financial Officer, shall perform and discharge well and faithfully the duties which may be assigned to the Employee from time to time reasonably determine, not inconsistent by the Employer in connection with Employee’s position as a senior executive officer with Companythe conduct of its business. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s The duties principally at the offices and responsibilities of the Company at 0000 Xxxxxxx 000 XxxxEmployee are set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, XxXxxxxxthe Employee shall: (a) devote substantially all of the Employee's time, Xxxxxxxxx, with energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such travel duties; (b) diligently follow and implement all management policies and decisions communicated to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance Employee by the Board of Directors of Company, the Employer which are consistent with this Agreement and except during vacation periods the designation of Employee as Senior Vice President and reasonable periods Chief Financial Officer; and (c) timely prepare and forward to the Board of absence due to sickness, injury or disability, Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee’s full time throughout the Employment Term 's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services required on the part of the Employee hereunder; in their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that the foregoing such purchase shall not prohibit Employee from result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board approves of such activities prior to the Employee's engaging in reasonable charitablethem. Notwithstanding anything to the contrary in the preceding provisions of this Section 2.3, civic and community activities. the Employee shall render Employee’s business services exclusively may continue to Company and its subsidiaries and affiliate entities during serve on any board of directors that the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests Employee serves upon as of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyEffective Date.

Duties. Employee BAIGlobal hereby employs, engages, and hires Executive in the capacity set forth in Section 1 hereof, and Executive hereby accepts and agrees to such hiring, engagement and employment, subject to the general supervision of, and pursuant to the orders, advice and direction of, BAIGlobal's Board of Directors. Executive shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent are customarily performed by one holding such position in Employee’s employment other, same, or any designated job position similar businesses or enterprises as specified that engaged in by Company BAIGlobal, and shall also perform and discharge additionally render such other employment and unrelated services and duties and responsibilities consistent with his executive officer status in Section 1 hereof as the Board of Directors or President of Company shall may be assigned to him from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of CompanyBAIGlobal, and except during vacation periods and reasonable periods subject to the provisions of absence due to sickness, injury or disability, Employee Section 2(e)(v) of the Stock Purchase Agreement (as defined in Section 4(b) hereof). Executive shall devote Employee’s full all of his working time throughout the Employment Term and efforts to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests affairs of BAIGlobal, provided that nothing herein shall prohibit Executive from (a) engaging in personal investment activities (subject to the Company and its subsidiaries restrictions set forth in a manner consistent Section 10(a) hereof), (b) serving as an executor, trustee or in another fiduciary capacity, or (c) engaging in religious, charitable or other community or non-profit activities, in each case, so long as such permitted activities do not interfere with the duties performance of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his Executive's duties and responsibilities under this Agreement. During the term of Employment, Executive shall discharge also serve as a director of BAIGlobal. Executive shall perform such services wherever the Board of Directors of BAIGlobal shall in good faith direct; however, Executive shall not be required to remove his employment utilizing permanent residency from the New York, New York area or be absent from such area for such extended periods as to make his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companycontinued residence in such area not practicable.

Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Chief Operating Officer of a company comparable to the Company. The Employee will hold, in addition to the office of Chief Operating Officer of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. The Employee shall be employed by devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as a senior executive officer and shall endeavor is necessary in good faith order to competently perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as inherent in Employee’s employment or any designated job position or as specified a member of boards of companies which have been approved by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, participating in non-business organizations so long as such memberships or activities do not inconsistent interfere with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices performance of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee 's duties hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. Employee (a) The Executive shall be employed by as the Company as a senior executive officer President and Chief Executive Officer of the Company, shall endeavor in good faith to faithfully and competently perform such duties as inherent are specified in Employee’s employment or any designated job position or as specified by the by-laws of the Company and shall also perform and discharge such other executive employment duties and responsibilities consistent with his position as President and Chief Executive Officer as the Board of Directors or President of the Company shall may from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companyprescribe. Employee shall also comply with any By-Laws of Company, as applicable. Employee The Executive shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time places and times as the Board of Directors or President of the Company may reasonably requestprescribe. Except as provided in paragraph (b) below or as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, Employee personal affairs or non-profit public service activities, the Executive shall devote Employee’s his full time during normal business hours throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee The Executive shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Employee shall diligently. (b) The parties recognize that during the 90-day period commencing on the date hereof, prudentlythe Executive will be effecting a transition from his employment and duties at his prior employer, professionally Quorum Health Group, Inc. ("Quorum"), and responsibly perform that during such period he will be spending approximately an aggregate one-third of his business time on Quorum matters and the balance on his duties hereunder, with the Company, it being understood that the Executive will seek to concentrate the time so spent on Quorum matters in the early part of such 90-day period. The Executive represents and shall discharge his employment utilizing his best faith efforts warrants that he has full authorization and prudent judgment with a high degree permission from Quorum to work on this basis during such 90-day period, and that all such work will terminate at the end of proficiency and competency and for the exclusive interest of companysuch 90-day period.

Duties. (a) During the Initial Term, the Employee shall serve as the Chief Executive Officer of the Employer, and in such capacity shall use his best energies and abilities in the performance of such duties, services and responsibilities customarily associated with such position as determined from time to time by the Board of Directors of Trader (the “Board”) and such other duties as reasonably requested by the Board. In performing such duties, services and responsibilities, the Employee will report directly to the Board. (b) During the Initial Term, the Employee shall devote his full business time, attention and best efforts to the performance of his duties hereunder; provided, however, that the Employee shall be permitted to continue to serve on up to two civic, religious, educational or charitable boards or committees, so long as the Board determines that such activities do not interfere with the performance of the Employee’s duties hereunder. (c) During the Initial Term, the Employee shall serve as a member of the Board. Upon a termination of the Employee’s employment with the Employer for any reason, the Employee shall be deemed to have resigned from all positions with the Board without any further action required by the parties hereto. (d) During the portion of the Employment Term that is subsequent to the Initial Term, the Employee shall be employed by the Company Employer, and the Employee agrees to be so employed, in a non-officer capacity, in such position and with such responsibilities and authority as a senior executive officer the Employer and the Employee shall endeavor in good faith to competently perform such duties as inherent in mutually agree, it being understood that it is the expectation of the Employer that the Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge services during such other employment duties and responsibilities as the Board of Directors or President of Company shall from time period will be at an annual rate that is at least equal to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices 20% of the Company services rendered, on average, during the Initial Term, and at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel an annual rate of base salary that is at least equal to such other locations from time to time as 20% of the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance average annual base salary earned by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term 2007, 2008 and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company2009 calendar years.

Duties. Employee The Executive shall be employed by as Executive Vice President and Chief Financial Officer of the Company as a senior executive officer and shall endeavor in good faith to faithfully and competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of the Company shall may from time to time reasonably determineprescribe. The Executive shall have primary responsibility over the following Company matters: financial, not inconsistent banking, accounting, legal and construction and shall share responsibility with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices Chief Executive Officer of the Company with respect to all other Company matters except operations, marketing, training, franchising, purchasing and the commissary. The Executive shall report directly to the Board of Directors with respect to all matters as to which the Executive has primary or shared responsibility. The Executive shall perform his duties at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time places and times as the Board of Directors or President of the Company may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, Employee the Executive shall devote Employee’s his full time throughout the Employment Term to the services required of Employee him hereunder; provided provided, however that the foregoing Executive shall be permitted to invest his personal assets and manage his personal investment portfolio in such a form and manner as will not prohibit Employee from engaging in reasonable charitablerequire any business services on his part to be provided to any third party or conflict with the provisions of Sections 7, civic and community activities8 or 10 hereof. Employee The Executive shall render Employee’s business his services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term Term. The Executive agrees to perform his duties hereunder to the best of his ability and shall use his/her good faith effortsat a level of competency consistent with the position occupied, judgment to act on all matters in a manner he reasonably believes to be in and energy not opposed to improve and advance the business and best interests of the Company, and to use his best efforts, skill and ability to promote the profitable growth of the Company. The Executive and the Company and its subsidiaries in a manner consistent with agree that the duties of Employee’s position. Employee Executive shall diligently, prudently, professionally and responsibly perform his duties primarily at the Company's principal corporate office and that he shall discharge travel as necessary to perform his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyduties.

Duties. The Employee shall be employed by as the Company as a senior executive officer Vice President, Finance and Chief Accounting Officer of the Company, shall endeavor in good faith to faithfully and competently perform such duties as inherent inhere in Employee’s employment or any designated job such position or and as are specified by in the Bylaws of the Company and shall also perform and discharge such other executive employment duties and responsibilities as the Board CFO of Directors or President of the Company shall from time to time reasonably determine, not inconsistent with Employee’s . The position as a senior executive officer with Companyshall report to the CFO. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the executive offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, XxxxxxxxxCompany, with such travel to such other locations from time to time as the Board CEO and CFO of Directors or President of the Company may reasonably requestprescribe and that is mutually agreed upon. Except as may otherwise be approved in advance by the Board CFO of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or disabilityother disability or non-profit public service activities, the Employee shall devote Employee’s his full time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and (which term includes any of its subsidiaries and affiliate entities during or affiliates). During the Employment Term and Term, the Employee shall use his/her good faith his best efforts, judgment judgment, and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his position. Notwithstanding the foregoing, the Employee shall be entitled to participate as a director and investor in other business enterprises and to engage in activities related thereto so long as such participation and activities do not (i) involve a substantial amount of the Employee’s position. Employee shall diligentlytime, prudently, professionally and responsibly (ii) impair the Employee’s ability to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree under this Agreement or (iii) violate the provisions of proficiency and competency and for the exclusive interest Section 12 of companythis Agreement.

Duties. Employee a. While the Executive is employed pursuant to this Agreement, he shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company the Corporation shall from time to time reasonably determinedirect, which duties and responsibilities shall be commensurate with the Executive's position. The Executive shall comply fully with all applicable laws, rules and regulations as well as with the Corporation's policies and procedures. The Executive shall devote his entire working time to the business of the Corporation and shall use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive is employed pursuant to this Agreement, he shall not inconsistent engage in any other business activities or hold any office or position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with Employee’s position as the performance of his duties and responsibilities hereunder. Notwithstanding the foregoing, however, the Executive shall be permitted to devote up to twenty percent of his working time to educational and non-profit endeavors not related to the business of the Corporation, including teaching at a senior college or university or related executive officer with Company. Employee education program and related business development activities for a college or university (collectively, "Academic Work"), subject to the following limitations: (i) the Academic Work shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally be performed at the offices Executive's sole expense; (ii) the Academic Work shall not violate or cause violation of the Company at 0000 Xxxxxxx 000 XxxxExecutive's other duties to the Corporation, XxXxxxxxincluding without limitation Section 7.d below (Non-Competition; Non-Solicitation) or the Code of Business Conduct and Ethics or other policies adopted by the Corporation; (iii) prior to each quarter of each calendar year, Xxxxxxxxxthe Executive shall report to the Chief Executive Officer of the Corporation on the Academic Work he plans to undertake during that quarter; and (iv) the Academic Work shall not materially interfere with the Executive's performance of his duties under this Agreement, with including without limitation travel that makes the Executive unavailable for activities related to the business of the Corporation, and in the event the Chief Executive Officer reasonably determines that the Academic Activities may or will cause such travel interference, the Executive shall make such reasonable accommodations as are necessary to such other locations remove the interference. b. The Board of Directors of the Corporation reserves the right from time to time as to assign to the Board Executive additional duties and responsibilities and to delegate to other employees of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance the Corporation duties and responsibilities normally discharged by the Board Executive. All such assignments and delegations of Directors of Company, duties and except during vacation periods responsibilities shall be made in good faith and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during materially affect the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests general character of the Company work to be performed by the Executive. The Executive shall hold such officerships and its subsidiaries directorships in a manner consistent with the duties of Employee’s position. Employee shall diligentlyCorporation and any subsidiary to which, prudentlyfrom time to time, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyExecutive may be appointed or elected.

Duties. Employee During the Employment Term, Halpert shall be employed by serve as Chief Marketing Officer of the Company as a senior executive officer Company, and shall endeavor in good faith sxxxx xx responsible for the duties attendant to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company office and shall also perform and discharge such other employment managerial duties and responsibilities with the Company consistent with such office as the Board of Directors or President of Company shall may be reasonably assigned from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with by the Chief Executive Officer and/or President of the Company. Employee During the Employment Term, Halpert shall also comply with any By-Laws report to the Chief Executive Officer and/or President xx xxx Company. The principal location of CompanyHalpert's employment shall be in the New York City vicinity (i.e., wxxxxx x 00 mile radius), although Halpert understands and agrees that she will be required to travel fxxx xxxe to time for business reasons. Halpert shall diligently and faithfully perform her obligations undex xxx Xgreement and shall devote her (except as applicable. Employee shall perform Employee’s set forth below) full professional and business time to the performance of her duties principally at the offices as Chief Marketing Officer of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as during the Board of Directors or President of Company may reasonably requestEmployment Term. Except as may otherwise set forth below, Halpert shall not, directly or indirectly, render business servicxx xx xny other person or entity, without the consent of the Company's Chief Executive Officer. Notwithstanding the foregoing, Halpert shall be approved entitled to spend a portion of her professional and xxxxxxss time in advance by performing marketing consulting services for clients of her existing consulting business (the Board of Directors of Company"Consulting Business"), and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that (a) the foregoing performance of such services does not in any way interfere with the performance of her duties hereunder and (b) Halpert shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during obtain the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests prior written approval of the Company and its subsidiaries in a manner consistent with Company's Chixx Xxxxutive Officer prior to commencing the duties performance of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree services for any particular client of proficiency and competency and for the exclusive interest of companyConsulting Business.

Duties. (a) During the Term, Employee shall be employed by the Company agrees to serve Employer as a senior executive officer its President, Chief Executive Officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Chairman of its Board of Directors (the “Board”) reporting to the Board, and in such other executive capacities as may be agreed from time to time by the Board (or President a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the foregoing offices, and (ii) Employee shall not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of Company business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and if agreed by Employee and the board of directors of the organization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer or by Roller Bearing Holding Company, Inc. (“Employer’s Affiliates”) as Employer may from time to time reasonably determine, not inconsistent request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s position as a senior executive officer with Companystature and experience). Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s All duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel and services contemplated by this Section 3 are hereinafter referred to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by “Services.” (b) During the Board of Directors of CompanyTerm, Employee will devote his full business time and attention to, and except during vacation periods use his good faith efforts to advance, the business and reasonable periods welfare of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunderEmployer; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render restrict Employee’s business services exclusively rights to Company engage in passive investment activities, to serve on the boards of directors of other entities (so long as such activities are not violative of Section 4 below), or to engage in civic, charitable and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyother similar activities.

Duties. 3.1 The Employee shall be employed by shall, during the Company Term (as a senior executive officer defined below) of his employment with the Company, and subject to the direction and control of the Board, report directly to the Board and shall endeavor in good faith to competently exercise such authority, perform such executive duties and functions and discharge such responsibilities as inherent in Employee’s employment or any designated job are reasonably associated with his executive position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors may be reasonably assigned or President of Company shall delegated to him from time to time reasonably determineby the Board, not inconsistent consistent with Employee’s his position as a senior executive officer with CompanyVice President of Corporate Development, Chief Operating Officer, and Secretary. In general, Employee shall also comply with any By-Laws be responsible for the Company’s business development, licensing, financing transactions, contracts, clinical trial support, regulatory affairs support, legal affairs, public company reporting, corporate books and records, oversight of patent portfolios and prosecution, webpage management, and other general corporate duties as Corporate Secretary, subject to the oversight of the Company’s chief executive officer. 3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, as applicable. the Employee shall perform Employee’s duties principally at agrees to devote substantially all of his business time and attention to the offices affairs of the Company at 0000 Xxxxxxx 000 Xxxxand, XxXxxxxxto the extent necessary to discharge the responsibilities assigned hereunder, Xxxxxxxxxuse his best efforts in the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with such his duties hereunder: (i) subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, including a joint venture or a partnership (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. Notwithstanding the foregoing, the Employee shall be permitted to work part time from the Commencement Date through May 13, 2015. 3.3 Employee shall undertake regular travel to the Company’s executive and operational offices, and such other locations from time to time occasional travel within or outside the United States as is or may be reasonably necessary in the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company Company. All such travel and its subsidiaries hotel accommodations shall be at the sole cost and expense of the Company. All airplane travel shall be in the Economy class on a manner consistent with commercial plane. Fares paid shall not exceed the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyapproximate equivalent published fares.

Duties. During the term of this Agreement, the Employee shall agrees to be employed by and to serve the Company Employer as a senior executive officer its Chief Executive Officer and the Chairman of its Board of Directors, and the Employer agrees to employ and retain the Employee in such capacity. The Employee also shall endeavor serve the Employer in good faith to competently perform such duties as inherent in Employee’s employment capacity or any designated job position or as specified by Company capacities, and shall also perform and discharge with such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Companyduties, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance designated by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due the Employer from time to sickness, injury or disability, time. The Employee shall devote Employee’s full time throughout the Employment Term such of his business time, energy, and skill to the services required of Employee hereunder; provided that affairs the foregoing Employer as shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively be necessary to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with perform the duties of Employee’s positionsuch position and, in any event, not less of his business time, energy and skill than he has devoted the Employer and to Meditrust Corporation ("Meditrust") and its predecessor in the two years prior to the execution hereof, and he shall not assume an executive or management position in any other business (except for positions currently held by him and positions with non-public businesses permitted pursuant to Section 5.1(a) hereof) without the express permission of the Board of Directors. The Employee shall diligentlyreport only to the Employer's Board of Directors and at all times during the term of this Agreement shall have powers and duties commensurate with his position as Chief Executive Officer and Chairman of the Employer and Chairman of Meditrust. Without the Employee's consent, prudently, professionally the Employer may not materially reduce the Employee's duties or responsibilities hereunder or assign duties or responsibilities that are inconsistent with the Employee's position as Chief Executive Officer of the Employer. The parties hereto understand that the Employee is a resident of Florida and responsibly may perform his duties hereunder at a Florida office to be maintained by the Employer on such terms and conditions as the Board of Directors of the Employer may approve. Notwithstanding the foregoing, the Employee shall discharge his employment utilizing his best faith efforts travel to Needham, Massachusetts and prudent judgment with a high degree of proficiency and competency to such other cities in the United States at such intervals and for such periods as the exclusive interest Employer shall reasonably request or as may be necessary for the performance of companyhis duties hereunder.

Duties. Employee shall be employed by the Company as a senior executive officer its Executive Chairman and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer Executive Chairman. As Executive Chairman, Employee’s duties shall include, but not be limited to the following: (1) chairing Board and other general meetings, (2) in consultation with the Lead Director set the Board agenda, (3) ensure that all directors receive accurate and timely information, (4) serve as the primary spokesperson for the Company, (5) lead the Company in its relationships with shareholders, financial institutions and analysts, (6) mentor and support the Chief Executive Officer, and (7) collaborate with the Board to define and articulate the Company’s vision and to develop strategies to achieve that vision. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. Employee (a) In his capacity as Executive Vice President of Company during the Employment Term, the Executive shall perform for Company the executive, administrative and technical duties customarily associated with such positions, as well as such other duties reasonably consistent therewith as may be reasonably assigned to Executive from time to time by the President or the Board of Directors of Company; provided, however, that the duties assigned shall be employed of a character and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, education and background. (b) Except as otherwise set forth in this paragraph, during the Employment Term the (i) Executive shall devote his full time and efforts during normal business days and hours to the performance of this Agreement; and (ii) Executive shall not engage in the real estate business or in any other business which conflicts with or competes in any material way with the business of Company. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxx, as modified by certain agreements dated as of August 1, 1996 between such parties (the "Option Agreement") and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary, so long as the devotion of such time and effort does not conflict or interfere with Executive's performance of his duties as Executive Vice President of the Company and in fact Executive does diligently perform his duties as Executive Vice President of the Company to the satisfaction of the Board of Directors of Company. During the Term of this Agreement, Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the business of Scorpio to the extent permitted by this paragraph (b), provided, however, that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses used by Scorpio in a manner reasonably satisfactory to Employer. (c) During the Consulting Term, Executive will be engaged by the Company as a senior executive officer and shall endeavor in good faith consultant to competently perform render to the Company such duties consulting services as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall may be reasonably assigned to him from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, or by the Executive Committee of the Company, provided that such services are of a type, dignity and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term nature appropriate to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests former Executive Vice President of the Company and its subsidiaries further provided that: (i) such consulting services shall be required to be rendered by him only in White Plains, New York or such other location in the United States designated by Executive; (ii) Executive's inability to act as such consultant by reason of illness, disability or lack of capacity shall not be deemed a manner consistent with breach of this Agreement; and (iii) such services shall not be detrimental or injurious to Executive's health. It is further agreed that such services shall not require more than sixty (60) hours service during any month; that Executive's unavailability at any particular time shall not constitute a breach of this Agreement; such services may be rendered by telephone, mail or other means of communication; and that Executive's failure to render such services because of his absence from White Plains, New York or such other location in the duties United States designated by Executive shall not be deemed a breach of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythis Agreement.

Duties. Employee shall be employed by The Company hereby agrees to employ Executive as its ------ Chairman of the Company Board and Senior Advisor for the "Employment Period" (as a senior executive officer and shall endeavor such term is hereinafter defined); provided, however, that in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the event the Board of Directors or President of Company Executive shall have determined on or before December 31, 1999 or at time thereafter that Executive shall resign from time to time reasonably determine, not inconsistent with Employee’s the position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Chairman of the Board, (a) Executive's title shall change automatically to Senior Advisor without any further action on the part of the parties hereto and (b) at any time thereafter, Executive shall have the right to modify his status with the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel from an employee to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities an independent contractor during the Employment Term period and, to the extent permitted by the applicable law, all of the provisions of this Agreement shall continue to remain in full force and shall effect during the remainder of the Employment Period. The Company and Executive hereby agree to enter into any and all agreements necessary to effectuate the purpose of clause (b) of this Section 2, including amendments to Executive's existing stock option agreements to provide that such stock options will continue to vest and remain outstanding while Executive continues as an independent contractor to the same extent as if he remained an employee. Executive in either capacity agrees to use his/her good faith effortshis best efforts during the Employment Period to protect, judgment encourage and energy to improve and advance promote the business and interests of the Company and its subsidiaries in a manner and affiliates (collectively, the "Affiliates"). During the Employment Period, Executive shall also perform such other duties consistent with the duties offices held by Executive, including overseas business travels, as may be reasonably assigned to him from time to time by the Chief Executive Officer of Employee’s position. Employee the Company, and will devote substantial time and attention to such duties, except while on sick leave, reasonable vacations and excused leaves of absence; provided, however, that Executive shall diligently, prudently, professionally and responsibly not be required to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree services in -------- ------- excess of proficiency and competency and for the exclusive interest of company100 hours per month (including travel time).

Duties. The Employee shall be employed by as Senior Vice President - Operations and Engineering of the Company as a senior executive officer Company, shall faithfully perform and shall endeavor in good faith to competently perform discharge such duties as inherent inhere in Employee’s employment the position of Senior Vice President - Operations and Engineering of the Company and as may be specified in the Certificate of Incorporation or any designated job position or as specified by Bylaws of the Company with respect to such position, and shall also perform and discharge such other employment duties and responsibilities consistent with such position as the Board of Directors or President of the Company (the "Board of Directors") shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with . The Employee shall report to the President and Chief Executive Officer of the Company. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxxin Irving, XxXxxxxx, XxxxxxxxxTexas, with such travel to such other locations from time to time as the Board of Directors or President of Company and Chief Executive Officer may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of CompanyDirectors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full business time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Notwithstanding the foregoing, the Employee shall diligentlybe entitled to participate as a director or advisor to one or more associations, prudentlybusinesses or community or charitable organizations in the Dallas/Ft. Worth area, professionally and responsibly so long as such activity does not (i) involve a substantial amount of the Employee's time, (ii) impair in any material respect the Employee's ability to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree under this Agreement or (iii) violate the provisions of proficiency and competency and for the exclusive interest Section 9 of companythis Agreement.

Duties. Employee shall be employed by the Company as a senior executive officer of the Company and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President the Chief Executive Officer of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. During the Employment Period, Employee shall serve as the Chief Financial Officer of Xxxx and as the Chief Financial Officer of LLC. Employee shall report directly to the Chief Executive Officer and/or President of Xxxx and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX (the “Principal Location”). Subject to the direction of and reporting to the Chief Executive Officer and/or President of Xxxx, Employee shall perform all services, acts or things advisable to manage and conduct the financial operations of Xxxx and LLC, and such other areas consistent with his title as the Chief Executive Officer and/or President of Xxxx may request. Such services, acts and other things shall include, without limitation, (a) the financial management of Xxxx, LLC and their affiliated entities as assigned to Employee from time to time, and (b) conducting such other activities that are necessary or appropriate to assist Xxxx in conducting its business as it relates to the foregoing, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of either Employer. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employers’ business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed by or otherwise engaged in any other business or enterprise without the Company written consent of the Employers. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8 and 9, nothing contained herein shall preclude Employee from (i) engaging in charitable activities and community affairs, (ii) managing his personal and family investments and affairs or (iii) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employers (it being understood that a reasonable number would be one public company board and one private company board), in each case as a senior executive officer and shall endeavor in good faith to competently perform long as such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and activities do not materially interfere with the discharge such other employment of his duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyunder this Section 1(b).

Duties. The Employee shall be employed by as the Company as a senior executive officer Chairman of the Board of the Company, shall faithfully and shall endeavor in good faith to competently perform such duties as inherent inhere in Employee’s employment or any designated job such position or and as are specified by in the By-laws of the Company and, specifically, shall advise and assist the Chief Executive Officer of the Company with regard to strategic planning, corporate development, regulatory affairs, dispute resolution and investor and governmental relations. The Employee shall also perform and discharge such other executive employment duties and responsibilities as the Board of Directors or President of the Company (the “Board of Directors”) shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the such offices of the Company at 0000 Xxxxxxx 000 Xxxxand its subsidiaries as their respective businesses shall require, XxXxxxxx, Xxxxxxxxxfrom time to time, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably requestprescribe, but the Employee shall not be required to perform his obligations hereunder from any particular location. Except as may otherwise be approved in advance by the Board of Directors of CompanyDirectors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s full sufficient business time throughout the Employment Term to properly perform the services required of Employee him hereunder; provided that the foregoing , but shall not prohibit Employee from engaging in reasonable charitable, civic and community activitiesbe obligated to devote more than 50% of his business time to the performance of such services. The Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his positions. Nothing contained in this Section 3 shall preclude the Employee from serving on the boards of directors of other companies or from performing services for charitable or not-for-profit community organizations, provided that such activities do not interfere with the Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform performance of his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyresponsibilities under this Agreement.

Duties. (a) During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with the office of Senior Vice President, Chief Financial Officer and Chief Accounting Officer and shall report directly to the President of the Company. He shall have such other duties and powers as the President of the Company shall assign to him commensurate with the office of Chief Financial Officer, including by way of example but not limitation, similar duties with respect to any of the Company’s Associated Companies. As used in this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) of the equity is beneficially owned by the Company or (ii) any subsidiary of such company, if any. (b) During the Employment Period, the Employee shall devote all of his working time during normal business hours and his best efforts and ability to the business of the Company, shall faithfully and diligently perform the duties of his employment with the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. (c) During the Employment period, the Employee shall not, except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: (i) serving with the prior written approval of the Company as a director or member of a committee of any organization involving no conflict of interest with the business of the Company; and (ii) managing his personal investments; provided, that such activities shall not materially interfere with the Employee’s performance of his duties hereunder. (d) The Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxxlocated in Elmwood Park, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunderNew Jersey; provided that the foregoing shall not prohibit Employee from engaging acknowledges and agrees that the proper performance of these duties may make it necessary to spend reasonable periods of time in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests other parts of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companycountry.

Duties. During the Transition Period, the Employee shall be employed by the Company continue to perform his current job duties as a senior executive officer Senior Vice President, Global Supply Chain and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company solely report to, and shall also perform and discharge such other employment duties and responsibilities as follow the Board of Directors or President of Company shall from time to time reasonably determinedirection of, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices Chief Executive Officer of the Company at 0000 Xxxxxxx 000 Xxxx(the “CEO”) and assist the Company with smooth transition of those duties. During the Executive Consultancy Period, XxXxxxxxthe Employee shall solely report to, Xxxxxxxxxand follow the direction of, with such travel the CEO. During the Executive Consultancy Period, the Employee will not be required to such other locations from maintain regular work hours but shall make himself available to work on a part-time to time basis as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance requested by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activitiesCEO. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. The Employee shall diligently, prudentlycompetently, professionally and responsibly faithfully perform his all duties assigned to Employee and will use the Employee’s best efforts to promote the interests of the Company. It shall discharge his employment utilizing his best faith efforts and prudent judgment with not be considered a high degree violation of proficiency and competency and the foregoing for the exclusive interest Employee to serve on business, industry, civic, religious or charitable boards or committees. Furthermore, it shall not be considered a violation of companythe foregoing for the Employee to engage in other employment during the Executive Consultancy Period provided that such employment does not conflict with or violate the other provisions of this Agreement, including but not limited to the Non-Solicitation and Non-Competition provisions of Paragraph 8(B); provided further that should Employee become eligible for health insurance coverage under another group health plan that does not impose preexisting condition limitations, the Company shall be relieved of any obligation under this Agreement to provide or subsidize health insurance coverage and any payment or portion of any payment to be provided by the Company under this Agreement attributable to providing or subsidizing health insurance shall cease. For the avoidance of doubt, Employee shall consult with the Company prior to accepting any outside employment during the Executive Consultancy Period to ensure that such employment will not create an actual or perceived conflict with any of Employee’s obligations under this Agreement.

Duties. Employee shall be employed by (a) Effective as of the Company Effective Date, Executive will serve as a senior executive officer the Interim President and shall endeavor Chief Executive Officer of the Company, with duties and responsibilities associated with and related to such position and as otherwise reasonably requested in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board consistent with such position, while continuing to serve as Chief Financial Officer. (b) In the event Executive is not selected by the Board to serve as the Company’s non-interim President and Chief Executive Officer, then upon the New CEO Commencement Date, Executive and the Company agree that thereupon, without any further action(s) required, Executive will resume his duties serving only in the roles as the Company’s Senior Vice President and Chief Financial Officer, at the compensation levels described in Sections 3.1 and 3.2 hereof. (c) Whether employed as the Company’s Interim President and Chief Executive Officer (and Chief Financial Officer), or serving only in the roles as the Company’s Senior Vice President and Chief Financial Officer, Executive will (a) devote Executive’s business effort, time, energy and skill (vacations and reasonable absences due to illness excepted) as is necessary to fulfill the duties of Directors his position and those assigned by the Board (if he is Interim President and Chief Executive Officer) or by the new Chief Executive Officer (if he is serving only in the roles as the Company’s Senior Vice President and Chief Financial Officer); (b) use his best efforts to promote the success of Companythe such business, and except during vacation periods (c) cooperate fully with the reasonable requests of the Board (if he is Interim President and reasonable periods Chief Executive Officer) or of absence due to sickness, injury or disability, Employee shall devote Employeethe new Chief Executive Officer (if he is serving only in the roles as the Company’s full time throughout Senior Vice President and Chief Financial Officer) in the Employment Term to advancement of the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and best interests of the Company and its subsidiaries Affiliates. During the Employment Period, Executive shall not be engaged in a manner consistent or provide services to any other business or Person (whether engaged for profit or not), which interferes with the duties of EmployeeExecutive’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyobligations under this Agreement.

Duties. Employee 3.1 The Executive shall be employed by in the post of Chief Executive Designate from the Effective Date in which capacity he shall devote all such time, attention and skill as may be required for the proper performance of his duties hereunder, and shall at all times promote the success of the Company for the benefit of its members as a senior executive officer whole and, save where there is any conflict with the success of the Company, the success of its Group Companies and he shall comply with the directors’ duties set out in the Companies Xxx 0000, and shall endeavor in good faith to competently also faithfully and diligently perform such duties and exercise such powers consistent therewith as inherent may from time to time be assigned to or vested in Employeehim by the Board or the Company. 3.2 The Company reserves the right to assign to the Executive duties of a different nature either additional to or instead of those referred to in Clause 3.1 above on terms and conditions no less favourable than the terms and conditions set out herein, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his status and subject always to the directors’ duties set out in the Companies Act 2006,. 3.3 The Executive agrees that the Company shall be entitled, in its sole discretion and at any time, to change the Executive’s employment title, job role and function from Chief Executive Designate of the Company to Chief Executive of the Company. In the event that such a change is made, the Executive agrees that he shall not be entitled to any increase in his remuneration or benefits, other than such increases which are expressly set out in this Agreement. 3.4 The Executive shall obey the reasonable and lawful orders of the Board, given by or with the authority of the Board, and shall comply with all the Company’s rules, regulations, policies and procedures from time to time in force, unless any designated job position of the foregoing are inconsistent with this Agreement. 3.5 The Executive shall promptly provide the Board with all such information as it may require in connection with the business or as specified by affairs of the Company and shall of any other Group Company for which he is required to perform duties. 3.6 The Executive may be required in pursuance of his duties to perform services not only for the Company but also perform and discharge for any Group Company and, without further remuneration (except as otherwise agreed), to accept any such other employment duties and responsibilities office or position with the Company, as the Board of Directors or President of the Company shall may from time to time reasonably determine, not inconsistent with Employeerequire. The Company may at its sole discretion assign the Executive’s position employment to any Group Company on the same terms and conditions as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employeeset out herein. 3.7 The Executive’s duties principally working hours at the offices of office shall be 35.5 hours per week from Monday to Friday in accordance with the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations policy set out from time to time in the Company’s HR Policies and Procedures on Interact, and such additional hours (without further remuneration) as are necessary for the Board proper performance of Directors his duties of employment. 3.8 The parties agree that the nature of the Executive’s position is such that his Employment is not and cannot be measured and so the Employment falls within the scope of regulation 20 Working Time Regulations 1998 (as amended). 3.9 The Executive’s normal place of work shall be the Company’s principal United Kingdom office from time to time or President of such other location at which the Company may reasonably requestfrom time to time require the Executive to base himself. Except The Executive agrees to travel (both within and outside of the United Kingdom) as may otherwise be approved in advance by required for the Board proper performance of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts of the Employment. It is a fundamental condition of the Employment that the Executive will at all times be fully mobile throughout the United Kingdom and prudent judgment with a high degree of proficiency the world and competency and for can be required by the exclusive interest of companyCompany at any time to relocate to any other location in the world.

Duties. (a) During the Employment Period, the Employee shall be employed by subject to the Company as a senior executive officer supervision of, and shall endeavor in good faith have such authority as is delegated to competently perform such duties him by Xx. Xxxxx Xxxxxxxx (or, if Xx. Xxxxxxxx shall have ceased to serve as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices Executive Chairman of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time or as the Board Chairman of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Companythe Company (the “Board”), then by the Board. The Employee hereby accepts such employment and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities the Employee agree that, during the Employment Term Period, the Employee shall not be required to devote his entire business time, attention and energies to the Company and instead shall use his/her good faith effortshave such authority, judgment duties and energy responsibilities as shall be mutually agreed upon between the Employee and Xx. Xxxxxxxx or the Board. Simultaneously with the execution and delivery hereof, the Employee shall execute and deliver to improve the Company a resignation as President and advance Chief Executive Officer of the business Company substantially in the form of Exhibit A annexed hereto. (b) As soon as reasonably practicable following the execution hereof, but in no event later than September 30, 2004, the Employee shall resign as a director of the Company. 2.2. The Company acknowledges and interests agrees that, during the Employment Period, the Employee may continue to serve on the board of directors of the companies listed on Exhibit B attached hereto (as the same may be amended from time to time upon the written agreement of the Company and its subsidiaries the Employee, the Company’s agreement not to be unreasonably withheld). The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company except as provided in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythese agreements.”

Duties. 2.1 The Employee is employed as the Chief Executive Officer of the Company and the Chairman of the Bank and the Company, subject to the direction of the Board of Directors or its designee(s). The Employee shall perform and discharge well and faithfully the authority, duties and responsibilities which may be employed assigned to the Employee from time to time by the Company Board of Directors in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions, including as a senior executive officer director of the Company and shall endeavor in good faith the Bank, held by the Employee pursuant to competently perform such the terms of this Agreement. 2.2 In addition to the duties as inherent in and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment or any designated job position or (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Board of Directors, which are consistent with this Agreement; (c) timely prepare and forward to the Board of Directors all reports and accounting as specified by may be requested of the Employee; and (d) serve as a director of the Company and the Bank. 2.3 The Employee shall also perform devote the Employee’s entire business time, attention and discharge energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other employment pecuniary advantage; but this shall not be construed as preventing the Employee from: (a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; (c) serving on the board of directors of other organizations so long as such service does not materially interfere with the performance of the Employee’s duties under this Agreement and responsibilities are not in competition with the Business of the Employer; and (d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors or President approves of Company shall from time such activities prior to time reasonably determine, not inconsistent with the Employee’s position engaging in them. Notwithstanding anything to the contrary in this Section 2.3, the Employee may serve as (i) a general partner of Xxxxxx Xxxxxx Xxxxx Family Partnership, LP, (ii) president of Rosebub Farm, Inc., and (iii) a principal of Bankers’ Capital Group, LLC. For the avoidance of doubt, Bankers’ Capital Group, LLC also serves as a senior executive officer with Company. Employee shall also comply with any By-Laws general partner of CompanySagus Partners, as applicable. Employee shall perform Employee’s duties principally at LLC and intends to do so following the offices date of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythis Agreement.

Duties. The Employee shall be employed as the President & Chief Operating Officer of the Company. Employee shall faithfully perform and discharge the duties set forth in the Job Description incorporated by the Company reference and attached as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company EXHIBIT B, and shall also perform and discharge such other employment duties and responsibilities consistent with such position as the Board of Directors or President of the Company (the "Board of Directors") and the Chief Executive Officer of the Company shall from time to time reasonably determine, not inconsistent provided that any such other duties and responsibilities are consistent with Employee’s position as a senior executive officer with 's knowledge, background and/or experience. The Employee shall report to the Chief Executive Officer of the Company. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the principal offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, XxxxxxxxxCompany, with such travel to such other locations from time to time as the Board of Directors or President of Company Chief Executive Officer may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of CompanyDirectors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full business time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. The Employee shall be employed by as Senior Vice President, Chief Legal Officer and Secretary of the Company as a senior executive officer Company, shall faithfully perform and shall endeavor in good faith to competently perform discharge such duties as inherent inhere in Employee’s employment the position of Senior Vice President, Chief Legal Officer and Secretary of the Company and as may be specified in the Certificate of Incorporation or any designated job position or as specified by Bylaws of the Company with respect to such position, and shall also perform and discharge such other employment duties and responsibilities consistent with such position as the Board of Directors or President of the Company (the "Board of Directors") shall from time to time reasonably determine, including, but not inconsistent with Employee’s position as a senior executive officer with limited to, managerial responsibility for the Human Resources and Public Relations/Corporate Communications Departments. The Employee shall report to the President and Chief Executive Officer of the Company. The Employee shall perform his duties principally in Denver, Colorado in either his home office or in an office provided by the Company. The Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxxin Irving, XxXxxxxxTexas two or three days per week other than during any one week per calendar month if the Employee's presence in the Company's Irving, XxxxxxxxxTexas offices during such week is not required as determined by the Company's business requirements. In addition, with such if the Employee's responsibilities require travel to such other locations from locations, he may reduce the amount of time to time as spent in the Board of Directors or President of Company may reasonably requestIrving, Texas office. Except as may otherwise be approved in advance by the Board of Directors of CompanyDirectors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full business time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Notwithstanding the foregoing, the Employee shall diligentlybe entitled to participate as a director or advisor to one or more associations, prudentlybusinesses or community or charitable organizations in the Denver area, professionally and responsibly so long as such activity does not (i) involve a substantial amount of the Employee's time, (ii) impair in any material respect the Employee's ability to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree under this Agreement or (iii) violate the provisions of proficiency and competency and for the exclusive interest Section 9 of companythis Agreement.

Duties. Employee acknowledges, agrees and accepts employment by Paxsxx xx the Titled Position for the Paxsxx Xxxup and in such capacity Employee shall be employed responsible for the performance of the duties of the Titled Position and for such other executive and administrative duties as may be designated from time to time by the Company Responsible Officer or the Chairman of PCC. Employee shall be provided by Paxsxx xxxtable office space for Employee in the "EMPLOYMENT LOCATION", as a senior executive officer identified on Schedule I annexed hereto, together with all reasonable support staff and secretarial assistance, equipment, stationary, books and supplies, as determined by the Responsible Officer. Employee shall endeavor use Employee's best efforts during the term of employment hereunder to further, enhance and develop the business of PCC, the Paxsxx Xxxup and any networks or stations it may own or operate. Subject to the direction of the "RESPONSIBLE OFFICER", as identified in good faith to competently Schedule I annexed hereto, Employee shall perform such duties as inherent set forth in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Schedule I annexed hereto under "EMPLOYMENT DUTIES." Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityexpressly modified herein, Employee shall devote be subject to all of the Paxsxx Xxxup's policies including payola, plugola and conflicts of interest, as well as the following: (a) Employee will comply with all Paxsxx Xxxup and professional standards governing Employee’s full time throughout 's objectivity in the performance of Employee's duties, including restrictions on outside activities, investments, business interests, or other involvements which could compromise Employee's objectivity or create an impression of conflict of interest. Employee will not knowingly, without the prior approval of Employee's Responsible Officer on behalf of Paxsxx, xxcept any gift, compensation, or gratuity (which excludes business meals and entertainment received by Employee in the ordinary course of business) from any person or entity with which the Paxsxx Xxxup or any of its broadcast properties is or may be in competition or in any instance where there is a stated or implied expectation of favorable treatment of that person or entity. Employee will not, without the prior written approval of Employee's Responsible Officer, take advantage of any business opportunity or situation or engage in any enterprise or venture of which the Paxsxx Xxxup may have an interest on his or her own behalf, if said business opportunity or situation, enterprise or venture is related in any way to or is similar to the business of the Paxsxx Xxxup. (b) In performing the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitableDuties under this Agreement, civic and community activities. Employee shall render Employee’s business services exclusively conduct himself with due regard to Company social conventions, public morals and its subsidiaries standards of decency, and affiliate entities during will not cause or permit any situation or occurrence which would tend to degrade, scandalize, bring into public disrepute, or otherwise lower the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties community standing of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyor Paxsxx'x xxxlic image.

Duties. Employee shall be employed by the Company as a senior its chief executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior chief executive officer with of the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. 2.1 The Employee shall be is employed by initially as the Company as a senior executive officer and shall endeavor in good faith Senior Vice President of the Employer and, subject to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the direction of the Board of Directors of the Employer or President its designee, consistent with this Agreement and the designation of Company Employee as Senior Vice President, shall perform and discharge well and faithfully the duties which may be assigned to the Employee from time to time reasonably determine, not inconsistent by the Employer in connection with Employee’s position as a senior executive officer with Companythe conduct of its business. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s The duties principally at the offices and responsibilities of the Company at 0000 Xxxxxxx 000 XxxxEmployee are set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, XxXxxxxxthe Employee shall: (a) devote substantially all of the Employee's time, Xxxxxxxxx, with energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such travel duties; (b) diligently follow and implement all management policies and decisions communicated to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance Employee by the Board of Directors of Company, the Employer which are consistent with this Agreement and except during vacation periods the designation of Employee as Senior Vice President; and reasonable periods (c) timely prepare and forward to the Board of absence due to sickness, injury or disability, Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee’s full time throughout the Employment Term 's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services required on the part of the Employee hereunder; in their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that the foregoing such purchase shall not prohibit Employee from result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board approves of such activities prior to the Employee's engaging in reasonable charitablethem. Notwithstanding anything to the contrary in the preceding provisions of this Section 2.3, civic and community activities. the Employee shall render Employee’s business services exclusively may continue to Company and its subsidiaries and affiliate entities during serve on any board of directors that the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests Employee serves upon as of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyEffective Date.

Duties. The Employee shall be employed by as the Company as a senior executive officer Vice President of Finance and Corporate Development of the Company, shall endeavor in good faith to faithfully and competently perform such duties as inherent are specified in Employee’s employment or any designated job position or as specified by the Bylaws of the Company and shall also perform and discharge such other executive employment duties and responsibilities consistent with his position as Vice President of Finance and Corporate Development as the Board of Directors of the Company, the Senior Team or President (when an individual is retained by the Company to occupy such position) the Chief Executive Officer or Chief Operating Officer of the Company shall may from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companyprescribe. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time places and times as the Board of Directors or President of the Company may reasonably requestprescribe; PROVIDED, HOWEVER, that if compliance with this requirement would require the Employee to relocate more than 40 miles from his current home in Kansas City, Missouri, the Employee will only be required to relocate on such terms and to such location as is mutually acceptable to the Employee and the Company. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, personal affairs or non-profit public service activities, the Employee shall devote Employee’s his full time during normal business hours throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. Employee During the Term, Executive shall be employed by the Company as a senior executive officer Executive Vice President, Chief Financial Officer and Treasurer and, as such, Executive shall report to the Chief Executive Officer of VICI REIT (the “CEO”). The Executive may also hold such directorships and officerships in VICI REIT, the Company and any of their affiliates to which, from time to time, the Executive may be elected or appointed during the Term. Executive shall faithfully perform for the Company the duties of said office and shall endeavor in good faith to competently perform such other duties of an executive, managerial or administrative nature as inherent in Employee’s employment or any shall be specified and designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determineby the CEO, which duties shall not be materially inconsistent with Employeethe duties performed by executives holding similar offices with comparable companies. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s position as a senior executive officer with Companyemployment duties. Employee shall also comply with any By-Laws of CompanyIn addition, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, XxxxxxxxxExecutive will be permitted to serve, with such travel to such other locations from time to time as the Board prior written consent of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Companythe Company (the “Board”), as a member of the board of directors or advisory boards (or their equivalents, in the case of a non-corporate entity) of non-competing businesses. Executive shall comply with the policies, procedures, standards, and except during vacation periods regulations established from time to time by the Company (the “Policies”). Executive shall obtain and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s keep in full time force and effect throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employeeall gaming licenses or approvals necessary or appropriate for Executive’s position. Employee During the Term, Executive shall diligentlybe based in the Company’s offices in New York, prudentlyNY, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment except for reasonably required travel on the Company’s business consistent with a high degree of proficiency and competency and for the exclusive interest of companyExecutive’s position.

Duties. (a) Employee shall, during the Term, serve as Executive Vice President and Chief Logistics Officer, of Employer having duties, responsibilities, powers and authority which are consistent with senior management positions of like designation generally, but subject to the direction of the President and Chief Executive Officer of Allied Systems Holdings, Inc. or his designee. The Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such executive, managerial and administrative duties as inherent in Employee’s employment or any designated job position or as specified by Company the President and shall also perform and discharge such other employment duties and responsibilities as the Board Chief Executive Officer of Directors or President of Company shall Allied Systems Holdings, Inc. may, from time to time time, reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companyrequest. Employee shall also comply with any By-Laws of Companynot be required to permanently relocate outside the metropolitan Detroit, as applicable. Employee shall perform Employee’s duties principally at Michigan area. (b) During the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityTerm, Employee shall devote Employee’s full time throughout the Employment Term to the services required substantially all of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively time, energy and skill to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with performing the duties of Employee’s positionemployment (vacations as provided hereunder and reasonable absences because of illness excepted), shall faithfully and industriously perform such duties, and shall use Employee’s best efforts to follow and implement all management policies and decisions of Employer. Employee shall diligentlynot become personally involved in the management or operations of any other company, prudentlypartnership, professionally proprietorship or other entity, other than any Affiliate, without the prior written consent of Employer; provided, however, that so long as it does not interfere with Employee’s employment hereunder, Employee may (i) serve as a director, officer or partner in a company that does not compete with the Business of Employer and responsibly perform his duties the Affiliates so long as the aggregate amount of time spent by Employee in all such capacities shall not exceed twenty (20) hours per month, and shall discharge his employment utilizing his best faith efforts (ii) serve as an officer or director of, or otherwise participate in, educational, welfare, social, religious, civic, trade and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyindustry-related organizations.

Duties. Employee (a) Commencing on the Effective Date, the Executive shall be employed by serve as the Company as a senior executive officer Executive Vice President and Chief Financial Officer of the Company. The Executive shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment have the duties and responsibilities as customarily exercised by an individual serving in those positions in a corporation of the Board size and nature of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee The Executive shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at report to the offices President and Chief Operating Officer of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel or to such other locations from time to time as the Board Company executive of Directors equal or President of Company may reasonably requesthigher seniority. Except as may otherwise be approved in advance by The Executive shall also serve the Board of Directors of the Company (the “Board”) with respect to various financial aspects of the Company, as the Board may request. (b) During the Employment Term, the Executive shall use his best energies and except during vacation periods abilities in the performance of his duties, services and reasonable periods of absence due to sicknessresponsibilities for the Company, injury or disability, Employee shall comply with the Company’s policies and procedures and shall devote Employee’s full substantially all of his business time throughout the Employment Term and attention to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests businesses of the Company and its subsidiaries and affiliates and shall not engage in a manner consistent any activity inconsistent with the duties foregoing, whether or not such activity shall be engaged in for pecuniary profit, unless approved by the Board in writing; provided, however, that, to the extent such activities do not violate, or substantially interfere with his performance of Employeehis duties, services and responsibilities under this Agreement, the Executive shall be permitted to manage his personal, financial and legal affairs and serve on civic or charitable boards and committees of such boards. During the Employment Term, the Executive’s positionprincipal location of employment shall be at the Company’s executive offices in New York City, New York, except for reasonable and necessary business travel on behalf of the Company and its subsidiaries and affiliates. (c) Upon any termination of the Executive’s employment with the Company, the Executive shall be deemed to have resigned from all other positions he then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, unless otherwise agreed by the Company and the Executive. Employee For purposes of determining the timing of (but not eligibility for) amounts payable upon “termination of employment,” “Date of Termination” or “separation from service” under this Agreement, such terms shall diligentlymean, prudentlyto the extent required under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, professionally as amended (the “Code”), the Executive’s “separation from service” as defined in Section 409A and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyapplicable regulations thereunder.

Duties. The Employee shall be employed by as Senior Vice President - Operations and Engineering of the Company as a senior executive officer Company, shall faithfully perform and shall endeavor in good faith to competently perform discharge such duties as inherent inhere in Employee’s employment or any designated job the position or of Senior Vice President - Operations and Engineering of the Company and as may be specified by in the Limited Liability Company Agreement of the Company with respect to such position, and shall also perform and discharge such other employment duties and responsibilities consistent with such position as the Board of Directors or President of the Company (the "Board of Directors") shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with . The Employee shall report to the President and Chief Operating Officer of the Company. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxxin Dallas, XxXxxxxx, XxxxxxxxxTexas, with such travel to such other locations from time to time as the Board of Directors or President of Company and Chief Operating Officer may reasonably requestprescribe. Except as may otherwise be approved in advance by the Board of Directors of CompanyDirectors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full business time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Notwithstanding the foregoing, the Employee shall diligentlybe entitled to participate as a director or advisor to one or more associations, prudentlybusinesses or community or charitable organizations in the Dallas/Ft. Worth area, professionally and responsibly so long as such activity does not (i) involve a substantial amount of the Employee's time, (ii) impair in any material respect the Employee's ability to perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree under this Agreement or (iii) violate the provisions of proficiency and competency and for the exclusive interest Section 9 of companythis Agreement.

Duties. Employee shall be employed by During the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Term of Employee’s employment or any designated job by Employer: a. Employee shall have the position or of Title and will have the responsibilities, duties and authority consistent with such position, and as specified defined and as limited by Company Employee’s supervisor. b. Employee shall concentrate Employee’s activities during the Term on: (i) leading various strategic initiatives at the firm under the direction of the CFO and shall also perform XXX; and discharge (ii) such other employment duties and responsibilities responsibilities, consistent with Employee’s position, as the Board of Directors or President of Company shall may reasonably be assigned to Employee by Employer from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, time. c. Employee shall devote Employee’s energies, attention, reasonable best efforts and full and exclusive business time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests affairs of Xxxxxxx, provided that nothing in this Agreement shall preclude Employee from: (i) engaging in personal investment activities (subject to Xxxxxxx’x xxxxxxx xxxxxxx and conflict of interest policies); (ii) engaging in activities consented to by Employer in its sole discretion pursuant to Section 2.f. below; (iii) serving as a member of the Company and its subsidiaries board of directors of the companies named on Schedule A hereto, if any; or (iv) engaging in a manner consistent charitable, professional and/or community activities, in each case so long as such activities do not materially conflict or interfere with the duties proper performance of Employee’s positionduties hereunder. d. Employee acknowledges and agrees that during the Term Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Xxxxxxx and Employer and to do no act that would knowingly injure the business, interests or reputation of Employer or Xxxxxxx. In keeping with these duties, Employee shall diligentlymake full disclosure during the Term to Employer of all significant business opportunities that pertain to Xxxxxxx’x business, prudentlyand Employee shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship or that might benefit Carlyle, professionally which business opportunities Employee learned of during the Term. e. Employee shall at all times comply with: (i) all applicable laws, rules and responsibly perform his regulations that are related to Employee’s duties and responsibilities assumed hereunder and (ii) all corporate and business policies and procedures of Xxxxxxx and Employer that are applicable to employees in Employer’s U.S. office locations, including, without limitation, the New York Attorney General’s Public Pension Fund Reform Code of Conduct (the “Pension Code of Conduct”). f. Employee shall discharge his employment utilizing his best faith efforts not, without the prior written approval of Employer in its sole discretion, receive compensation or any direct or indirect financial benefit for services rendered during the Term to any Person other than Employer. x. Xx connection with Employee’s execution of this Agreement, Employee shall execute and prudent judgment deliver to Xxxxxxx the certification attached hereto as Schedule B. Employee understands and acknowledges that Employer and Xxxxxxx are relying on the certifications and covenants set forth therein as a basis for their compliance with a high degree the Pension Code of proficiency Conduct and competency that the accuracy of, and for the exclusive interest of companyEmployee’s continued compliance with, such certifications and covenants are conditions to Employee’s continued employment.

Duties. 2.1 The Employee shall be is employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities initially as the Board of Directors or Executive Vice President of Company shall from time the Employer and, subject to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws the direction of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Companythe Employer or its designee, consistent with this Agreement and except the designation of Employee as Executive Vice President, shall perform and discharge well and faithfully the duties which may be assigned to the Employee from time to time by the Employer in connection with the conduct of its business. The duties and responsibilities of the Employee are set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee's time, energy and skill during vacation periods regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable periods of absence absences due to sickness, injury or disability, illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Employer which are consistent with this Agreement and the designation of Employee as Executive Vice President; and (c) timely prepare and forward to the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee’s full time throughout the Employment Term 's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services required on the part of the Employee hereunder; in their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that the foregoing such purchase shall not prohibit Employee from result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board approves of such activities prior to the Employee's engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythem.

Duties. During the Employment Period, Employee shall serve as the Chief Operating Officer of LLC. Employee shall report directly to the Chief Executive Officer and/or President of LLC and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX (the “Principal Location”). Subject to the direction of and reporting to the Chief Executive Officer and/or President of LLC, Employee shall perform all services, acts or things advisable to manage and conduct the day-to-day operations of LLC, and such other areas consistent with his title as the Chief Executive Officer and/or President of LLC may request. Such services, acts and other things shall include, without limitation, (a) the day-to-day management of LLC’s data collection, quality control, economic research, sales and marketing, training, customer support, technology and Web development, product development and human resources and facilities, and (b) conducting such other activities that are necessary or appropriate to assist Xxxx in conducting its business as it relates to the foregoing, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of the LLC or Xxxx. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employer’s business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed by or otherwise engaged in any other business or enterprise without the Company written consent of the Employer. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8 and 9, nothing contained herein shall preclude Employee from (i) engaging in charitable activities and community affairs, (ii) managing his personal and family investments and affairs or (iii) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employer (it being understood that a reasonable number would be one public company board and one private company board), in each case as a senior executive officer and shall endeavor in good faith to competently perform long as such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and activities do not materially interfere with the discharge such other employment of his duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyunder this Section 1(b).

Duties. Employee acknowledges, agrees and accepts employment by Paxsxx xx the Titled Position for the Paxsxx Xxxup and in such capacity Employee shall be employed responsible for the performance of the duties of the Titled Position and for such other executive and administrative duties as may be designated from time to time by the Company Responsible Officer or the Chairman of PCC. Employee shall be provided by Paxsxx xxxtable office space for Employee in the "EMPLOYMENT LOCATION", as a senior executive officer identified on Schedule I annexed hereto, together with all reasonable support staff and secretarial assistance, equipment, stationary, books and supplies, as determined by the Responsible Officer. Employee shall endeavor use Employee's best efforts during the term of employment hereunder to further, enhance and develop the business of PCC, the Paxsxx Xxxup and any networks or stations it may own or operate. Subject to the direction of the "RESPONSIBLE OFFICER", as identified in good faith to competently Schedule I annexed hereto, Employee shall perform such duties as inherent set forth in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Schedule I annexed hereto under "EMPLOYMENT DUTIES." Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disabilityexpressly modified herein, Employee shall devote be subject to all of the Paxsxx Xxxup's policies including payola, plugola and conflicts of interest, as well as the following: (a) Employee will comply with all Paxsxx Xxxup and professional standards governing Employee’s full time throughout 's objectivity in the performance of Employee's duties, including restrictions on outside activities, investments, business interests, or other involvements which could compromise Employee's objectivity or create an impression of conflict of interest. Employee will not knowingly, without the prior approval of Employee's Responsible Officer on behalf of Paxsxx, accept any gift, compensation, or gratuity (which excludes business meals and entertainment received by Employee in the ordinary course of business) from any person or entity with which the Paxsxx Xxxup or any of its broadcast properties is or may be in competition or in any instance where there is a stated or implied expectation of favorable treatment of that person or entity. Employee will not, without the prior written approval of Employee's Responsible Officer, take advantage of any business opportunity or situation or engage in any enterprise or venture of which the Paxsxx Xxxup may have an interest on his or her own behalf, if said business opportunity or situation, enterprise or venture is related in any way to or is similar to the business of the Paxsxx Xxxup. (b) In performing the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitableDuties under this Agreement, civic and community activities. Employee shall render Employee’s business services exclusively conduct himself with due regard to Company social conventions, public morals and its subsidiaries standards of decency, and affiliate entities during will not cause or permit any situation or occurrence which would tend to degrade, scandalize, bring into public disrepute, or otherwise lower the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties community standing of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyor Paxsxx'x xxxlic image.

Duties. 2.1 The Employee is employed as the Chairman of the Bank and the Company, subject to the direction of the Board of Directors or its designee(s). The Employee shall perform and discharge well and faithfully the authority, duties and responsibilities which may be employed assigned to the Employee from time to time by the Company Board of Directors in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions, including as a senior executive officer director of the Company and shall endeavor in good faith the Bank, held by the Employee pursuant to competently perform such the terms of this Agreement. 2.2 In addition to the duties as inherent in and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment or any designated job position or (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Board of Directors, which are consistent with this Agreement; (c) timely prepare and forward to the Board of Directors all reports and accounting as specified by may be requested of the Employee; and (d) serve as a director of the Company and the Bank. 2.3 The Employee shall also perform devote the Employee’s entire business time, attention and discharge energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other employment pecuniary advantage; but this shall not be construed as preventing the Employee from: (a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; (c) serving on the board of directors of other organizations so long as such service does not materially interfere with the performance of the Employee’s duties under this Agreement and responsibilities are not in competition with the Business of the Employer; and (d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors or President approves of Company shall from time such activities prior to time reasonably determine, not inconsistent with the Employee’s position engaging in them. Notwithstanding anything to the contrary in this Section 2.3, the Employee may serve as (i) a general partner of Xxxxxx Xxxxxx Xxxxx Family Partnership, LP, (ii) president of Rosebub Farm, Inc., and (iii) a principal of Bankers’ Capital Group, LLC. For the avoidance of doubt, Bankers’ Capital Group, LLC also serves as a senior executive officer with Company. Employee shall also comply with any By-Laws general partner of CompanySagus Partners, as applicable. Employee shall perform Employee’s duties principally at LLC and intends to do so following the offices date of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythis Agreement.

Duties. During the Term of Employment, the Employee shall report to Sunil ------ Kumar or any person Xxxx X. Xxxxxx shall designate. Xxxxx Xxxxx and any such officer Xxxx X. Xxxxxx shall designate shall be employed referred to herein as the "Reporting Officer". The Employee shall, subject to the direction and control of the Reporting Officer, (i) perform all duties which are consistent with (x) duties generally performed by an executive officer of the Company and (y) the Employee's manufacturing and/or marketing experience in the Company's business and (ii) enjoy all powers as a senior executive officer and shall endeavor in good faith may be delegated to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall him from time to time reasonably determineby the Reporting Officer; provided, not inconsistent however, that the Reporting Officer shall be -------- ------- entitled to change the scope of the Employee's duties, and the extent of his responsibilities, in each case consistent with clauses (x) and (y) above, upon reasonable prior notice to the Employee’s position as , and no such reassignment or change of duties or responsibilities shall be deemed to be a senior executive officer with breach by the Company of the terms of this Agreement. The Employee agrees to devote all his business energy, attention, skill and time to performing his duties and to promoting the Company's interests. The Employee shall also at all times perform his duties and obligations loyally, conscientiously and to the best of his ability. The Employee agrees to comply with any By-Laws of Companyall Company policies, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations rules and regulations now in effect or adopted from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Employee's Term and shall use his/her good faith efforts, judgment and energy of Employment. The Employee agrees not to improve and advance disparage the business and interests Company or any products of the Company during the Term of Employment and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythereafter.

Duties. Throughout the Term, Employee shall be have duties, authority, responsibilities and reporting relationship(s) no less favorable to Employee than those set forth on the Key Employment Terms Schedule. So long as Employee is employed by the Company as a senior executive officer and shall endeavor in good faith under this Agreement, Employee will (i) devote all of Employee’s business time to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as set forth on the Board of Directors or President of Company shall from time to time reasonably determineKey Employment Terms Schedule, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall (ii) perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries responsibilities in a manner satisfactory to and subject to the direction and control of the person to whom Employee is reporting as set forth on the Key Employment Terms Schedule, (iii) comply with all lawful rules, orders, regulations, policies and practices, including, without limitation, all codes of ethics and codes of conduct and policies of UMB Financial Corporation, the Company, or any of their respective affiliates, as are applicable to Employee and similarly situated employees (collectively, the “Policies and Procedures”), and (iv) truthfully and accurately maintain and preserve the Company’s records consistent with the duties Company’s practices and procedures (as they may be reasonably updated or amended) and make all reports reasonably required by the Company. Notwithstanding the foregoing, Employee may manage his personal investments, act or continue to act as a member of civic, charitable or corporate boards set forth on Exhibit C, act as a manager or member of Rxxxx LLC, in each case to the extent such activities do not violate Employee’s positionother obligations under this Agreement, the Policies and Procedures, the Purchase Agreement, or raise conflicts of interest. During the Term, the Company shall use commercially reasonable efforts to avoid the relocation of Employee shall diligentlyfrom his present job location set forth on the Key Employment Terms Schedule, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree without the prior approval of proficiency and competency and for Rxxxx Senior Management (as such term is defined in the exclusive interest of companyPurchase Agreement).

Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Chief Information Officer of a company comparable to the Company. The Employee will hold, in addition to the office of Chief Information Officer of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. The Employee shall be employed by devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as a senior executive officer and shall endeavor is necessary in good faith order to competently perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as inherent in Employee’s employment or any designated job position or as specified a member of boards of companies which have been approved by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, participating in non-business organizations so long as such memberships or activities do not inconsistent interfere with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices performance of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee 's duties hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. During the Employment Term, Employee shall ------ serve in a capacity as Chief Operating Officer -- TASA/MLP and Vice President of the Corporation, or in such other related capacity or capacities as may be employed determined by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicableBoard. Employee shall perform Employee’s duties principally at such services as are customary for the offices Chief Operating Officer of a corporation the principal business of which is test assessment, and its subsidiary, MLP, which primarily publishes educational materials, including, but not limited to operational analysis, presentation and reporting, and operational management, administration and product development, and such other services as may be required or requested by the Board or the President in connection with the operation of the Company Corporation and MLP. Employee shall report directly to the President of the Corporation and shall be headquartered at 0000 Xxxxxxx 000 XxxxBrewster, XxXxxxxxNew York, Xxxxxxxxx, with such travel to such other locations from time to time or any office or location of the Corporation as the Board of Directors or the President of Company may reasonably shall request. Except as may otherwise be approved in advance by During the Board of Directors of CompanyEmployment Term, and except during vacation periods and reasonable excluding any periods of absence due to sickness, injury or disabilityvacation and sick leave, Employee shall agrees to devote Employee’s full time throughout time, best efforts to the business and affairs of the Corporation to discharge the responsibilities assigned to Employee hereunder, and to perform faithfully and efficiently such responsibilities. During the Employment Term it shall not be a violation of this Agreement for Employee to the services required (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as Employee's duties in connection therewith do not unreasonably interfere with Employee's duties under this Agreement. Activities of Employee hereunder; provided that the foregoing consistent with this Section 3 shall not prohibit Employee from engaging in reasonable charitablepermit the Corporation to terminate Employee's employment for "Cause", civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyas defined below.

Duties. (a) During the term of employment hereunder, including any Renewal Term hereof, Employee shall be employed by serve and the Company shall employ Employee as a senior executive officer the Executive Vice President and shall endeavor in good faith to competently perform Chief Operating Officer, with such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties duties, title and responsibilities of a similar or greater nature and stature as those initially undertaken by Employee as the Board of Directors or President of Company shall from time to time reasonably may determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations services and duties consistent with the office or offices in which Employee is serving and its responsibilities as from time to time as shall be prescribed by the Board of Directors or President Directors, and Employee also shall serve, if elected, as an officer and/or director of Company may reasonably request. Except as may otherwise be approved any of the Company's subsidiaries, in advance by all cases in conformity to the bylaws and the policies of the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, each such corporation. (b) Employee shall be required to devote Employee’s full substantially all his business time throughout the Employment Term and energies during normal business hours to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests affairs of the Company and its subsidiaries in a manner consistent subsidiaries. (c) Employee shall cooperate with the duties Company, including taking such medical examination as the Company reasonably shall deem necessary, if the Company shall desire or be required (such as pursuant to the terms of any bank loan or any agreement for merger, sale or purchase or any Company medical, disability or life insurance plan) to certify in writing the current state of Employee’s position's physical health. Where reasonably possible, the Company shall cooperate with Employee's request to have such examinations performed by his personal physician or another physician reasonably acceptable to Employee. (d) Employee shall diligentlybe subject to the Company's rules, prudentlypractices and policies applicable to the Company's senior executive employees, professionally and responsibly except to the extent the same are inconsistent with any of the express provisions of this Agreement. (e) Employee shall not be required to relocate outside the Orlando, Florida area in order to perform his duties and under this Agreement but shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and undertake such reasonable business travel as may be necessary to perform said duties (for the exclusive interest of companywhich Employee shall be reimbursed pursuant to Section 7 below).

Duties. Employee During the portion of the Employment Period during which he is serving as Chairman and Chief Executive Officer of the Company, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving as the chairman and chief executive officer of comparable companies. During the portion of the Employment Period, if any, during which he is serving only as Chairman of the Company, Executive shall have the duties, responsibilities and obligations assigned to him by the Board; provided, however, that no such duties, responsibilities or obligations shall be employed by inconsistent with his status as Chairman of the Company as a senior executive officer and Company. During the Employment Period, Executive shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge have such other employment duties duties, responsibilities and responsibilities obligations as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companyspecify. Employee Executive shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from devote his full time to the services required of him hereunder, except for vacation time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its subsidiaries subsidiaries; provided however, that during any portion of the Employment Period during which Executive is serving only as Chairman of the Company, he shall devote substantially all of his time to the services hereunder (except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability), and, in a manner consistent all events, Executive shall devote such time to the services hereunder as reasonably requested by the Company. Nothing contained in this Section 2 shall preclude Executive from (i) serving on the board of directors of any business corporation, unless such service would be contrary to applicable law, with prior approval from the Board, (ii) serving on the board of, or working for, any charitable or community organization, or (iii) pursuing his personal financial and legal affairs, so long as such activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree the provisions of proficiency and competency and for the exclusive interest of companySection 6 hereof.

Duties. Employee shall be employed by the Company as a senior executive officer its Chief Executive Officer and President and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer Chief Executive Officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his her duties and shall discharge his her employment utilizing his her best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companythe Company.

Duties. The Employee's duties hereunder shall be those which shall be ------ prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Executive Vice President of a company comparable to the Company. The Employee will hold, in addition to the office of Executive Vice President of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. The Employee shall be employed by devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as a senior executive officer and shall endeavor is necessary in good faith order to competently perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as inherent in Employee’s employment or any designated job position or as specified a member of boards of companies which have been approved by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, participating in non- business organizations so long as such memberships or activities do not inconsistent interfere with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices performance of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee 's duties hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee shall and the Employee agrees to be employed by the Company, as President and Chief Executive Officer of the Company as a senior and in such equivalent, additional or higher executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job level position or positions as specified shall be assigned to him by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors Directors. While serving in such executive level position or President of Company shall from time to time reasonably determinepositions, not inconsistent with Employee’s position as a senior executive officer with Company. the Employee shall also comply with any By-Laws of Companyreport to, as applicable. Employee be responsible to, and shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations take direction from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company. The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and to faithfully, industriously, and except during vacation periods to the best of his ability, experience and reasonable periods of absence due talent, perform the duties which are assigned to sickness, injury or disability, him. The Employee shall devote Employee’s full time throughout observe and abide by the Employment Term reasonable corporate policies and decisions of the Company in all business matters. The Employee represents and warrants to the services required 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 hereunder; provided that in corporations and firms other than the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during (b) any investment or ownership interest in any corporation or firm other than the Employment Term Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of their class and shall use his/her good faith efforts, judgment and energy to improve and advance real estate). The Employee will promptly notify the business and interests Board of Directors of the Company and its subsidiaries of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement 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 Employee's other positions or investments in other firms do not create a manner consistent with conflict of interest, violate the duties of Employee’s position. 's obligations under Section 7 below or cause the Employee shall diligently, prudently, professionally and responsibly perform to neglect his duties hereunder, such activities and positions shall discharge his employment utilizing his best faith efforts and prudent judgment with not be deemed to be a high degree breach of proficiency and competency and for the exclusive interest of companythis Employment Agreement.

Duties. Employee shall be employed by (A) THE Executive agrees that during the Company as a senior executive officer continuance of this Agreement he will hold such offices or positions within the Company, and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by and assignments relating to the business of the Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President its Chairman shall direct except that the Executive shall not be required to hold any office or position or to perform any duties of Company shall from time to time reasonably determine, not assignment inconsistent with Employee’s position his experience and qualifications or not customarily performed by an officer of the company. (B) The Executive shall serve as a senior executive an officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall or perform Employee’s duties principally at the offices services for one or more subsidiary or associated company of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; its Chairman so directs provided that the foregoing duties of such offices are not inconsistent with the Executive's experience and qualifications and are duties customarily performed by an officer of the Company. The Executive hereby agrees that the Company shall not prohibit Employee be entitled from engaging time to time to second the Executive to any subsidiary or associated company of the Company without prejudice to the rights of the Executive hereunder or the other provisions of this Agreement and the Company shall be at liberty to appoint other persons to act jointly with the Executive whether in reasonable charitablesuch secondment or in his normal duties hereunder. (C) During the continuance of this Agreement the Executive shall, civic except during customary periods of holiday and community activities. Employee shall render Employee’s periods of illness, devote all of his business services exclusively time and attention to the performance of his duties hereunder and to the business and affairs of the Company and its subsidiaries subsidiary and affiliate entities during associated companies and to promoting the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and best interests of the Company and its subsidiaries in subsidiary and associated companies. 3 (D) The Executive shall not during the continuance of his employment hereunder (except as a manner consistent representative of the Company or with the duties consent in writing of Employee’s position. Employee the Board of Directors of the Company) be directly or indirectly engaged or concerned in the conduct of any other business nor shall diligently, prudently, professionally and responsibly perform he be directly or indirectly interested in any such business save through his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree holding or being interested in investments (quoted or unquoted) not representing more than five per cent of proficiency and competency and for the exclusive interest issued investments of any class of any one company.

Duties. Employee During the term of your employment with the Company, and subject to the direction and control of the Board, you shall be employed by report directly to the Company as a senior executive officer Board and shall endeavor in good faith to competently exercise such authority, perform such executive duties and functions and discharge such responsibilities as inherent in Employee’s employment or any designated job are reasonably associated with your executive position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors may be reasonably assigned or President of Company shall delegated to you from time to time reasonably determineby the Board, not inconsistent consistent with Employee’s your position as a senior executive officer President and Chief Executive Officer. In general, Employee shall have management authority with respect to, and responsibility for, the overall operations and day-to-day business and affairs of the Company and all major operating units. During the Term of this Agreement, you agree to devote substantially all of your business time and attention to the affairs of the Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use your best efforts in the performance of your duties for the Company and any subsidiary corporation of the Company. During the Term of this Agreement, you may, so long as it does not materially interfere with your duties hereunder: (i) subject to Section 7 hereof and the terms of the Assignment and Confidentiality Agreement (defined below), serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage your personal investments and affairs. Employee shall be based at the Company’s offices located in Berkeley Heights, NJ and such other locations as may be requested by the Board of Directors. Employee shall also comply with any By-Laws undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company, as applicable. Employee All such travel shall perform Employee’s duties principally be at the offices sole cost and expense of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sicknessall airplane travel shall be first or business class, injury or disabilityotherwise fully reimbursed at cost, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided extent that such reimbursements do not exceed the foregoing approximate equivalent published fare for first or business class. Other expenses shall not prohibit Employee from engaging be reimbursed in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent accordance with the duties of EmployeeCompany’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and policies for the exclusive interest of companyexecutive travel.

Duties. Employee shall be employed solicit customers for the trust services and the investment products of First Citizens Banc Corp and its subsidiaries (collectively "FCBC"), shall provide trust services and financial planning and advice to FCBC's customers, and, at the option of CBC, shall perform any or all of the following specific duties: (a) To generally promote the trust services and the investment products of CBC and/or FCBC; (b) To provide the trust services and the investment products needed by customers of FCBC; (c) To provide such oversight and management of the Company trust services and/or the investment sales activities as a senior executive officer is requested by CBC and/or FCBC; (d) To support and assist, to the extent of his abilities, the efforts of CBC and/or FCBC to sell investment products and trust services; (e) To participate in such management and supervising activities as are reasonably requested by CBC and/or FCBC; and (f) To perform other related activities that are reasonably requested by CBC and/or FCBC. Employee will undertake his employment and perform his duties using his best efforts to promote the enlargement, more efficient function and increase in income of the business of CBC. CBC shall endeavor in good faith retain the right to competently supervise and direct the activities of Employee and Employee shall comply with any specific directions given by CBC and/or FCBC regarding the manner of performance of his duties. Employee shall perform such his duties as inherent full-time, salaried employee, and Employee acknowledges that he will not be entitled to overtime pay. During his employment, the Employee will generally work during CBC's normal business hours and will devote such time, interest and effort to the performance of this Agreement as is fairly and reasonably necessary. Nothing contained in this Agreement shall preclude CBC from assigning other employees to perform duties similar to those duties of Employee’s . Unless the parties agree otherwise in writing, during the employment or any designated job position or as specified by Company and term the primary offices assigned to the Employee from which he will provide his services shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall be located in Erie and/or Huron County, Ohio; provided, however, that CBC may from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. require the Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such to travel temporarily to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyon CBC's business.

Duties. Employee 3.1 The Executive shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties and, exercise such powers as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall may from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee be assigned to or vested in him by or under the authority of the Board and shall also in all respects comply with any By-Laws all reasonable and lawful directions and restrictions made by or under the authority of Company, as applicablethe Board. Employee shall perform Employee’s duties principally at the offices The Executive may be required in pursuance of his Employment to be engaged not only on work on behalf of the Company but also on work on behalf of any Associated Company for the time being and at 0000 Xxxxxxx 000 Xxxxsuch place or places as may be required and may at any time be required to cease performing or exercising any duty or power for such period(s) and on such terms as the Board considers expedient. 3.2 During the Employment, XxXxxxxxthe Executive shall well, Xxxxxxxxxfaithfully and diligently serve the Company and use his utmost endeavours to maintain, extend, develop and promote its interests, and shall (subject to holidays as hereinafter provided unless prevented by ill-health) devote the whole of his time, attention and abilities during normal business hours (which are 9:00 am to 5:30 p.m. Monday to Friday) to its affairs provided that he shall also attend to the business of the Company during such other hours as may reasonably be required for the proper discharge of his duties hereunder. The Executive shall not be entitled to receive any additional remuneration for such other hours of work. 3.3 The Executive agrees to opt out of regulation 4(1) of the Working Time Regulations 1998 which has the effect of limiting his average working week (calculated in accordance with the Regulations) to a maximum of 48 hours. Should either the Company or the Executive wish to terminate this opt-out, then they may do so by giving the other not less than four weeks' written notice. 3.4 The Executive shall at all times perform his duties with proper skill and care. 3.5 The Executive shall not at any time during his Employment hereunder engage in any activity which does, or is likely to, detract from the proper performance of his duties hereunder nor (except in the course of his duties or with the written permission of the Board) render any services to nor have any direct or indirect financial interest in any business entity which is, in part or whole, in a similar field to the Company or any Associated Company, or is a client of the Company or any Associated Company provided that nothing contained in this Clause shall preclude the Executive from holding any shares or other securities (not exceeding three per cent of the shares or securities of the class concerned for the time being in issue) in any company whose shares are listed or dealt in on a recognised stock exchange. 3.6 The Executive shall at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business' finances or affairs of the Company. He shall provide such explanations and supply all information in his possession as the Board may require in connection with such travel to such other locations conduct of the business, finances or affairs of the Company. 3.7 The Executive shall comply with all the Company's rules, regulations and policies from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyforce.

Duties. 2.01 The Employee shall be employed by the Company Employer as Chief Executive Officer in accordance with such duties and assignments as set out in the job description attached hereto as Schedule “A” to this Agreement. The Employee shall report only to the Employer’s Board of Directors, and his powers and authority shall be superior to those of any other officer or employee. It is contemplated that, in connection with each annual meeting of shareholders (or action by written consent in lieu thereof) of the Employer during the term of this Agreement, the Board will nominate the Employee for election as a senior executive officer member of the Board, and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board shareholders of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position the Employer will reelect the Employee as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices member of the Company Board. 2.02 The Employee shall, at 0000 Xxxxxxx 000 Xxxxall times, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable excluding any periods of absence due to sickness, injury or disability, vacation, statutory holidays or sick leave to which the Employee shall is entitled, devote Employee’s full time throughout the Employment Term such of his time, attention, knowledge and skills as is reasonably required to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally competently and responsibly effectively perform his duties and, without limiting the generality of the foregoing, carry out his obligations as set forth in Schedule “A.” 2.03 The Employee may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, or manage personal investments; and Employee’s participation in and/or receipt of payment for such activities shall discharge not be deemed to violate this Agreement. 2.04 The Employer shall provide the means and resources to enable the Employee to meet his employment utilizing duties and, without limiting the generality of the foregoing, carry out his best faith efforts obligations as set forth in Schedule “A.” 2.05 Excluding any periods of disability, vacation, statutory holidays or sick leave to which the Employee is entitled, the Employee shall attend to his duties within, but not limited to, the normal business hours of the Employer, being Monday to Friday inclusive during each week and prudent judgment with a high degree of proficiency during such additional hours and competency and other times as may be reasonably required as mutually agreed upon or reasonably necessary for the exclusive interest of companyEmployee to fully and effectively carry out his duties.

Duties. The Employee shall be employed by as the Company as a senior executive officer Chief Information Officer of the Company, shall faithfully and shall endeavor in good faith to competently perform such duties as inherent inhere in Employee’s employment or any designated job such position or and as are specified by in the By-laws of the Company and shall also perform and discharge such 2 Alan Xxxxx Xxxeement other executive employment duties and responsibilities as the Chief Executive Officer or the Chief Operating Officer or the Board of Directors or President of the Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. The Employee shall perform Employee’s his duties principally at the such offices of the Company at 0000 Xxxxxxx 000 Xxxxand its subsidiaries as their respective businesses shall require, XxXxxxxx, Xxxxxxxxxfrom time to time, with such travel to such other locations from time to time as the Chief Executive Officer or the Chief Operating Officer or the Board of Directors or President of the Company may reasonably requestreason-ably prescribe. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sicknesssick-ness, personal injury or other disability, the Employee shall devote Employee’s his full business time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s his business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position. Nothing contained in this Section 3 shall preclude the Employee shall diligentlyfrom performing services for charitable or not-for-profit community organizations, prudently, professionally and responsibly perform provided that such activities do not interfere with the Employee's performance of his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyresponsibilities under this Agreement. EXEMPT FROM THIS AGREEMENT IS THE CONSULTING SERVICES AGREEMENT BETWEEN THE EMPLOYEE AND CYNATEK.

Duties. Employee (a) During the Term of Employment, beginning on the Commencement Date the Executive (i) shall be employed continue to serve as the Chief Operating Officer and Chief Financial Officer of the Company or in a position carrying an equivalent or more senior title, as reasonably determined by the Company as a senior executive officer and Board of Directors, (ii) shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance determined by the Board of Directors of the Company consistent with the Executive's title and position as an executive officer of the Company pursuant to the preceding clause (i), (iii) upon request of the Board of Directors of the Company, and except during vacation periods and reasonable periods shall serve as an officer and/or director of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and any of its subsidiaries and affiliate entities during (iv) shall render all services reasonably incident to the Employment Term foregoing. The Executive agrees to use the Executive's best efforts in, and shall use his/her good faith effortsdevote the Executive's full working time, judgment attention, skill and energy to improve and advance energies to, the business and advancement of the interests of the Company and/or its Subsidiaries and its subsidiaries in a manner consistent the performance of the Executive's duties and responsibilities hereunder, except for (x) vacation time and absence for sickness or similar disability and (y) to the extent that it does not interfere with the performance of the Executive's duties hereunder, (A) such reasonable time as may be devoted to service on the boards of Employee’s position. Employee directors of other corporations and entities, subject to the provisions of Section 8, on which the Executive currently serves and which are disclosed on Exhibit A hereto or any other boards of directors on which the Executive may serve in the future, subject to the consent of the Company's Board of Directors (not to be unreasonably withheld), and the fulfillment of civic responsibilities and (B) such reasonable time as may necessary from time to time for personal financial matters. (b) In performing the Executive's duties under this Agreement, the Executive shall diligentlyuse reasonable good faith efforts to comply with and follow all written policies, prudentlystandards, professionally rules and responsibly perform his duties regulations established by the Company from time to time and shall discharge his employment utilizing his best faith efforts be bound by and prudent judgment comply with the terms and conditions of other written agreements to which the Company is a high degree party, or to which it may become a party during the Term of proficiency Employment, that are applicable to executive officers of the Company in their capacity as such and competency not in their capacity as physicians, in any case under this Section 4(b), provided Executive has knowledge of such policies, standards, rules, regulations or agreements, as the case may be. (c) During and for subsequent to the exclusive interest Term of companyEmployment, the Executive agrees that the Executive shall immediately notify the Company of any and all notices of claims made or threats thereof of which the Executive has knowledge arising out of the Executive's services during or prior to the Term of Employment as soon as the Executive becomes aware of this information and shall cooperate in any investigation and in the defense of any claims made or threats thereof. (d) During and subsequent to the Term of Employment, the Executive shall assign, account and pay to the Company all accounts receivable, compensation and any other form of remuneration due from or paid by any source other than the Company that is paid to the Executive and is attributable to services he has rendered in the Executive's professional capacity on behalf of the Company during the Term of Employment or sums which come into the Executive's possession which are attributable to the services of other employees of the Company on behalf of the Company.

Duties. Employee shall be employed by the Company as a senior its chief executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior chief executive officer with of the Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic civic, and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her his good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally professionally, and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. Employee During the Employment Period, Executive shall be employed by devote Executive’s full business time, energies and talents to serving as Senior Vice President and Chief Financial Officer of the Company as a senior executive officer Company, at the direction of the Company’s President and Chief Executive Officer (the “CEO”). Executive shall endeavor in good faith to competently perform have such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall may be assigned to Executive from time to time reasonably determineby the CEO, not inconsistent which duties and responsibilities shall be commensurate with EmployeeExecutive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position as a senior executive officer with Companyand necessary to carry out the responsibilities and duties required of Executive hereunder. Employee shall also comply with any By-Laws of Company, as applicable. Employee Executive shall perform Employeethe duties required by this Agreement at the Company’s primary location in Golden Valley, Minnesota unless the nature of such duties requires otherwise; provided, however, that Executive shall be required to be present at the Company’s headquarters in Iowa City, Iowa at such times as Executive, in her reasonable discretion, determines is necessary or advisable to faithfully and efficiently discharge the duties of her employment hereunder. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO, inhibit, prohibit, interfere with or conflict with Executive’s duties principally at under this Agreement or conflict in any material way with the offices business of the Company at 0000 Xxxxxxx 000 Xxxxor an Affiliate; provided, XxXxxxxxhowever, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing Executive shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s serve on the board of directors of any business services exclusively to (other than the Company and its subsidiaries and affiliate entities during or an Affiliate) or hold any other position with any business without receiving the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests prior written consent of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyCEO.

Duties. The Employee shall be employed by as Executive Vice President - Sales and Strategic Alliances, of the Company as a senior executive officer and Company, shall endeavor in good faith to competently perform such duties as inherent are specified in Employee’s employment the By-laws of each of the Company or any designated job position or such other duties as specified by the President of the Company shall from time to time determine and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of the Company shall may from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companyprescribe. The Employee shall also comply with any By-Laws report to the President of the Company, as applicable. Employee and shall perform Employee’s his duties principally at such places and times as the offices President of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably requestprescribe, provided that the Employee's principal office location during the term of the Agreement shall be in the New York City Metropolitan area. Except as may otherwise be approved in advance by the Board President of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s full substantially all of his working time throughout the Employment Term to the services required of Employee him hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. The Employee shall render Employee’s business his services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s his position, provided however, that the Employee may also serve as a consulting advisor on the advisory boards or Board of Directors of certain companies if serving in such capacity such does not interfere with the services to be provided by the Employee hereunder during the Employment Term or the terms of this Agreement and provided that such activities shall be subject to the restrictions set forth in Section 10 below. The Company and the Employee acknowledge that it is their present intention the Employee shall diligentlyhave the opportunity to meet with the President of the Company, prudentlyon a semi-annual basis at a time to be mutually agreed, professionally to ascertain and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree evaluate the achievement of proficiency and competency and for certain performance objectives by the exclusive interest of companyEmployee.

Duties. Employee Executive shall be employed by the Company as a senior executive officer its Executive Vice-President and Chief Operating Officer until October 1, 2002 (the "Transition Start Date"). Until the Transition Start Date, Executive shall endeavor in good faith report to competently the Company's Chief Executive Officer and perform such the duties he has performed to date as inherent in Employee’s employment or any designated job position or as specified by Company Executive Vice President and shall also perform Chief Operating Officer and discharge such other employment duties, consistent with duties customarily accorded an Executive Vice President and responsibilities as Chief Operating Officer, that the Chief Executive Officer (the "CEO") or the Company's Board of Directors or President of Company shall (the "Board") may from time to time reasonably determinespecifically direct. After the Transition Start Date, although he will not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at be required to be present in the offices of the Company on a daily basis, Executive shall remain generally available during normal business hours to the Company to perform special projects and transition services at 0000 Xxxxxxx 000 Xxxxthe direction of and upon reasonable notice from the CEO. In advance of each calendar quarter, XxXxxxxxExecutive shall provide the Company with the dates that he desires to be unavailable due to travel in the forthcoming quarter (the "Blackout Dates") and the CEO will use reasonable efforts to design and schedule the transition services projects so that they may be performed by Executive at times other than the Blackout Dates. In the event of conflicts, XxxxxxxxxExecutive shall make himself available to perform the transition services projects. During the Term, with such travel to such other locations from Executive shall devote his full business time to time as the Board Company. During the Term, Executive shall not, except for incidental management of Directors his personal financial affairs (which the Company acknowledges include non-public real estate investments), engage in any other business, nor shall he serve in any position with any other corporation or President entity, without the prior written consent of Company may reasonably requestthe Board. Except as may otherwise be approved in advance by Executive agrees, that, upon the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests request of the Company and its subsidiaries in a manner consistent with subsequent to the duties of Employee’s position. Employee shall diligentlyTransition Start Date, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for he will promptly resign from the exclusive interest of companyBoard.

Duties. 2.1 The Employee shall be is employed by as the Company as a senior executive officer President of FLAG and shall endeavor in good faith the Chairman of the Bank, subject to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company the direction of the Chief Executive Officer and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors of FLAG and the Bank, respectively, or President of Company their designee(s). The Employee shall perform and discharge well and faithfully the authority, duties and responsibilities which may be assigned to the Employee from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Companythe Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors of the Employer shall assign only such authority, duties and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term responsibilities assigned to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging time to time as are, in reasonable charitablethe aggregate, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee’s position. 's time, energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer and the Board of Directors of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall diligentlydevote the Employee's entire business time, prudently, professionally attention and responsibly perform his duties energies to the Business of the Employer and shall discharge his employment utilizing his best faith efforts not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and prudent judgment which will not require any services on the part of the Employee in their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with a high degree the Business of proficiency the Employer; and (c) participating in civic and competency professional affairs and for organizations and conferences, preparing or publishing papers or books or teaching so long as the exclusive interest Board of company.Directors of FLAG approves of such activities prior to the Employee's engaging in them. Notwithstanding anything to the contrary in this Section 2.3, the Employee may serve on the boards of directors of Regan Holding Corporation, Nuesxxx Xarjeta and Intercept Switch, Inc.

Duties. Employee shall be employed by Executive agrees that during the Company as a senior executive officer Term of Employment he will hold such offices or positions with the Company, and shall endeavor in good faith to competently perform such duties and assignments relating to the business of the Company, as inherent in Employee’s employment the chief executive officer of the Company shall direct except that Executive shall not be required to hold any office or any designated job position or as specified to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company and shall also perform and discharge such other employment duties and responsibilities as represents to Executive that the Board of Directors or (acting by its Compensation Committee) has authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be a Group Vice President of the Company. The failure of any future Board of Directors to elect Executive to the office just named shall not, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. If the chief executive officer of the Company so directs, Executive shall from time to time reasonably determine, serve as an officer of one or more subsidiaries of the Company (provided that the duties of such office are not inconsistent with Employee’s position as Executive's experience and qualifications and are duties customarily performed by a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices corporate officer) and part or all of the compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company at 0000 Xxxxxxx 000 Xxxxfrom any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. During the Term of Employment Executive shall, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during customary vacation periods and reasonable periods of absence due to sicknessillness, injury or disability, Employee shall devote Employee’s full substantially all of his business time throughout the Employment Term and attention to the services required performance of Employee hereunder; provided that his duties hereunder and to the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic business and community activities. Employee shall render Employee’s business services exclusively to affairs of the Company and its subsidiaries and affiliate entities during to promoting the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and best interests of the Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his any activity inimical to such best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyinterests.

Duties. (a) The Employee shall be employed by as the Company as a senior executive officer Chief Executive Officer of the Company. The Employee shall faithfully and shall endeavor in good faith to competently perform such duties at such times and places and in such manner as inherent in Employee’s employment the Company may from time to time reasonably direct or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities appropriate to a senior executive managerial position as the Board of Directors or President of the Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel . (b) Subject to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except Section 3(c) hereof and except as may otherwise be approved in advance writing by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote Employee’s his full time throughout the Employment Term to the services required of Employee hereunder; provided that . Subject to Section 3(c) hereof, the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business his services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s 's position. (c) The Company acknowledges that the Employee has various investments and business interests that he may pursue if such pursuits do not materially interfere with his duties hereunder. Further, provided such activities are not in conflict or in competition with the Company's interests, and the Company's trade secrets are not jeopardized in any manner, and the time and energy the Employee devotes to such activities do not significantly impair his ability to act satisfactorily as the Company's Chief Executive Officer, the Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge be permitted to act in such other capacities outside his employment utilizing with the Company. It is expressly agreed the Employee may retain his best faith efforts ownership interest in, and prudent judgment may continue to pursue, consistent with a high degree past practices, his management responsibilities with respect to, the entities listed on Schedule A. (d) Employee shall be entitled to serve on the Company's Board of proficiency Directors during the Employment Term; PROVIDED, HOWEVER, that his Base Salary shall constitute consideration for any such service and competency and for the exclusive interest Employee shall not be entitled to any additional compensation in respect of companysuch service on the Board.