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. Employee As of the Effective Date, the Executive shall be employed by serve the Company as a senior executive officer its President and shall endeavor Chief Operating Officer to serve in good faith to competently perform such duties capacity or other capacities consistent therewith 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 the Company (the “Company Board”) and the Board of Directors of Beacon (the “Beacon Board” and, together with the Company Board, the “Boards”) or the Chief Executive Officer (“CEO”) and shall have responsibility for, among other things, the Company’s merchandising and membership/marketing functions and store operations. During the Term, the Executive shall serve the Company faithfully, diligently and to the best of his ability and shall devote substantially all of his business time, energy and skill to the affairs of the Company as necessary to perform the duties of his position, and except during vacation periods and reasonable periods he shall not assume a position in any other business without the express written permission 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 hereunderBeacon Board; provided that the foregoing shall Executive may upon disclosure to the Beacon Board (i) serve as a member of not prohibit Employee more than one for-profit board of directors so long as the Executive receives prior written permission from engaging the Beacon Board (such permission not to be unreasonably withheld); (ii) serve in reasonable charitable, civic and community activities. Employee shall render Employeeany capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s business services exclusively duties 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 (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its subsidiaries in sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the board of directors of Morristown Medical Center and as a manner consistent member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with the Executive’s duties to the Company. In addition, as of Employee’s position. Employee the Effective Date, the Executive will be appointed or elected to the Boards and, during the Term, shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with serve as a high degree member of proficiency and competency and for each of the exclusive interest of companyBoards.

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. Employee acknowledges, agrees and accepts employment by Paxson in the Titled Position (as defined in Schedule I annexed hexxxx) for the various businesses operated by Paxson Communications Corporation ("PCC") and its subsidiaries and xxxxxiates (collectively, the "Paxson Group") and in such capacity Employee shall be employed responsible xxx xxe 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 Paxson suitable office space for Employee in the "Employment Locatxxx", 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 Paxson Group and any networks or stations it may own or operate. Sxxxxxx 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 Employee’s full time throughout the Employment Term be subject 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 all of the Company Paxson Group's policies including payola, plugola and its subsidiaries in a manner consistent with conflicts of xxxxxest, as well as 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.following:

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. Employee shall be employed by (a) Director agrees to serve as an independent Director of the Company and to devote as much time as is reasonably necessary to perform his duties as a senior executive officer and shall endeavor in good faith Director of the Company, including duties as a member of one or more committees of the Board, to competently which the Director may hereafter be appointed. The Director will perform such duties as inherent described herein in Employee’s employment or any designated job position or as specified by accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and shall agrees that Director may maintain such positions. The Company also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall acknowledges that Director may from time to time reasonably determine, provide consulting or advisory services for business entities other than the Company which are 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 competitors of the Company at 0000 Xxxxxxx 000 Xxxxand that Director may sit on the board of directors of other entities, XxXxxxxxsubject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, Xxxxxxxxxand limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with such travel prior written notice of any future commitments to such entities which are material in nature, and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other locations business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time 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 no way limit his activities on behalf of (i) any current employer and its subsidiaries affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and affiliate entities during responsibilities hereunder. The Company currently intends to hold at least one regular meeting of the Employment Term Board and shall use his/her good faith effortseach Committee each quarter, judgment together with additional meetings of the Board and energy to improve and advance Committees as may be required by the business and interests affairs of the Company. Director shall be given reasonable advance notice of such meetings and they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the Company at mutually convenient times and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligentlyplaces, prudently, professionally as appropriate 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 companyconvenient.

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. 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 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. The Company shall employ the Employee shall be employed by as Chief Executive Officer and Chairman of the Board, 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 Board. 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. 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. During the Term (as defined below), Employee shall be employed as President and Chief Executive Officer of Employer. Employee shall report to the Chairman of the Board of Directors of Employer. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the duties as are customary to this position as those duties are determined from time to time by the Board of Directors of the Employer (the “Board”) and to fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer’s Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all of policies, procedures and instructions of the Company as a senior executive officer including, but not limited to, the provisions of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002. Employee agrees to devote his full work time and shall endeavor in good faith best efforts to competently perform such the performance of the duties as inherent an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as President and Chief Executive Officer of Employer. Employee will not, during the Board Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companythe Employer. Employee shall also comply with any By-Laws all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of CompanyEmployer’s employees, 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 including policies relating to such other locations from time xxxxxxx xxxxxxx and reporting obligations intended 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 comply with the duties Securities Exchange Act 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 company1933.

Duties. Employee The Director shall be employed by serve the Company as a senior executive officer [insert details]. During the appointment the Director shall: exercise such powers and shall endeavor in good faith to competently perform such duties in relation to the business of the Company 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 Companybe vested in or assigned to the Director by the Board. Employee These shall also be carried out faithfully and diligently comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices all lawful directions 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 at all times use his/her good faith efforts, judgment the Director’s best endeavours to promote and energy to improve and advance protect the business and interests of the Company exercise such powers and its subsidiaries in a manner consistent perform duties as Director jointly with any other person appointed by the Board to act with the Director, and the Board may at any time in its absolute discretion require the Director to cease exercising or performing any or all of them comply with the Articles of Association (as amended from time to time) of the Company abide by any statutory, fiduciary or common-law duties owed to the Company not do anything that would cause the Director to be disqualified from acting as a Director do such things as are necessary to ensure compliance by the Director and the Company with the UK Corporate Governance Code (as amended from time to time) comply with the requirements under both legislation and regulation as to the disclosure of Employeeinside information comply with the Company's anti-corruption and bribery policy and related procedures unless prevented by sickness, devote the whole of the Director’s position. Employee shall diligentlytime, prudentlyattention and abilities to the business of the Company faithfully and diligently exercise such powers and perform such duties as may from time to time be assigned to the Director by the Company, professionally together with such person or persons as the Company may appoint to act jointly with him/her comply with all reasonable and responsibly perform his duties lawful directions given to the Director by the Company promptly make such reports to [insert position or ‘the Board’] in connection with the affairs of the Company on such matters and shall discharge his employment utilizing his at such times as are reasonably required report the Director’s own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company to [insert position or ‘the Board’] immediately on becoming aware of it use the Director’s best faith efforts endeavours to promote, protect, develop and prudent judgment with a high degree extend the business of proficiency and competency and for the exclusive interest of companyCompany.

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. 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. 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. 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. 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 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. Employee The Executive shall be employed by serve as the Company as a senior executive officer Company’s Executive Chairman and, consistent with the Company’s bylaws 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 the duties and responsibilities as customarily associated with such position in a public corporation of similar size and business and subject to the Board direction of Directors or President the Board, shall have general responsibility and ultimate authority for implementation of the policies of the Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties and any additional responsibilities which may from time to time be 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 designated 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 hereunderBoard; provided that the foregoing scope of his duties and the extent of his responsibilities shall not prohibit Employee be substantially different from engaging the duties and responsibilities customarily associated with the position of Executive Chairman in reasonable charitablea public corporation of a similar size and business. At all times, civic and community activitiesthe Executive shall be subject to the direction of the Board. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during During the Employment Term Period, the Executive shall devote his full business time and shall use his/her good faith efforts, judgment and energy best efforts to improve and advance the business and interests affairs of the Company and its subsidiaries subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in a manner consistent any civic or charitable activity for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the duties Company or any of Employeeits subsidiaries, provided that such investment will not require any services on the part of the Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities; (iv) serve as a director of up to three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, in whole or in part, within a one-hundred (100) mile radius of the Company’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 companyprincipal executive headquarters.

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 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 Notwithstanding anything to the contrary in this Agreement EMPLOYEE is not precluded from devoting reasonable periods of proficiency and competency and for the exclusive interest of company.time required for:

Duties. The Company shall employ the Employee shall be employed by as Chief Financial 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. The duties of Employee shall be employed as determined by the Company as a senior executive officer Board in accordance with this Employment Agreement 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 Employer in effect from time to time time. Employee may not be reassigned to an inferior position, given a change in classification or reclassified, or transferred, nor shall Employee's responsibilities, duties, authority or title change during the term of this Employment Agreement, except as provided in subparagraph 1(b) above. Without limiting the generality of the foregoing, Employee shall report to and advise the Board regarding the management and operation of Employer's business. In addition, Employee shall serve as one of Employer's nominated, appointed, and designated representatives (a "Designated Representative") on the Board of Directors Governors of Physicians Reciprocal Insurers ("PRI"), the insurer for which Employer serves as attorney-in-fact, for so long as Employer so desires. If Employer notifies Employee that it or President of Company may reasonably request. Except they no longer desire Employee to serve 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 disabilitya Designated Representative, Employee shall immediately resign and vacate such position. Failure of Employee to immediately resign and vacate the position of Designated Representative shall entitle Employer to terminate this Employment Agreement and, notwithstanding any other provision to the contrary in this Employment Agreement, upon such termination, Employee shall not be entitled to any salary or benefits for the remainder of the then current term of this Employment Agreement or for any period thereafter. Employee agrees to devote Employee’s 's full time throughout the Employment Term business efforts, attention and energies to the services required diligent performance of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitableEmployee's duties hereunder and will not, 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 effortsterm hereof, judgment and energy to improve and advance accept employment, full or part-time, from any other person, firm, corporation, governmental agency or other entity that, in the business and interests reasonable opinion of the Company and its subsidiaries in Board, would conflict with or detract from Employee's capable performance of such duties; provided, however, Employee may devote reasonable amounts of time to activities of a manner consistent with the duties of Employee’s position. Employee shall diligentlypublic service, prudentlycivic, 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 not-for-profit nature.

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. 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 and 9, 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. During the Term of this Agreement, the Employee shall be employed by the Company serve 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 Executive Chairman of the Board of Directors or President the Company and shall, under the control of Company shall from time the Board, perform all customary duties commensurate with his position and as may be assigned to time reasonably determinehim by the Board, not inconsistent consistent with Employee’s position as a senior executive officer with Companypast practice. In addition, during the Term of this Agreement, Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at (x) lead the offices Board in establishing the strategy and overall objectives of the Company at 0000 Xxxxxxx 000 Xxxxand in reviewing the performance of the Company’s management in, XxXxxxxxamong other things, Xxxxxxxxxpursuing such strategy and achieving such objectives, with such travel to such other locations from time to time and (y) act as Chairman of the Board at meetings of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board and of Directors the stockholders of the Company. The Employee shall devote such amount of his time and energies as he shall deem reasonably necessary to the business and affairs of the Company to fulfill his duties hereunder. Assigned duties may not unreasonably increase the demands upon his time or energies, cannot be inconsistent with the position(s) he serves for the Company, and except during vacation periods the Company acknowledges that Employee’s services hereunder shall not require the full time and reasonable periods attention of absence due to sickness, injury or disabilitythe Employee. During his working hours, 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 skills and energy abilities to improve and advance promote the business and interests of the Company and its subsidiaries in a manner consistent with perform the duties of his position. Notwithstanding the foregoing, it is understood and agreed that (a) the Employee from time to time may (i) be appointed to additional offices or to different offices than those set forth above (including, without limitation, additional offices with any affiliate of the Company), (ii) perform such duties other than those set forth above, and/or (iii) relinquish one or more of such offices or other duties, in each instance of this clause (a) as may be mutually agreed to by and between the Company and the Employee, and that no such action shall be deemed or construed to otherwise amend or modify any of the remaining terms or conditions of this Agreement; and without limiting the foregoing, (b) nothing contained in this Section 3 shall preclude Employee from (i) serving as an officer, director or in a similar capacity of any other company in which he currently serves as such (the “Existing Positions”), (ii) serving on the board of directors or in a similar capacity in any other public company, as long as such other company does not directly compete with any principal product line of the Company; namely, any product that accounts for at least five (5%) percent of the consolidated net sales of any of the Company’s product lines; provided that the Employee will not be restricted from serving on the board of directors or in a similar capacity of any affiliate of the Company or any affiliate of any company of which he serves in an Existing Position, (iii) serving on the board of directors of, or working for, any charitable or community organization, (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions or (v) otherwise pursuing and managing his personal financial and legal affairs, so long as such activities set forth in clause (b) above, individually or collectively, do not violate applicable law, do not significantly interfere with the 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 hereunder or violate any of proficiency and competency and for the exclusive interest provisions of companySection 8 hereof.

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 During your employment under this Agreement, you agree to devote your entire business time, attention and energies to the business of Viacom, except for vacations, illness or incapacity. However, nothing in this Agreement shall be employed by the Company preclude you from serving as a senior executive officer member of the Board of Directors of any charitable, educational, religious or entertainment industry trade, public interest or public service organization, in each instance not inconsistent with the business practices and shall endeavor in good faith policies of Viacom, or from devoting reasonable periods of time to competently perform the activities of the aforementioned organizations or from managing your personal investments; provided, that 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 activities do not materially interfere with the performance of your duties and responsibilities hereunder. You will be Co-President and Co-Chief Operating Officer of Viacom, reporting directly and solely to the Chairman and Chief Executive Officer of Viacom (the “Chairman, CEO”), and you agree to perform such duties, and such other duties reasonable and consistent with such offices as may be assigned to you from time to time by the Chairman, CEO. You will manage the operations of the following business units of Viacom: (i) MTV Networks, Paramount Motion Picture Group, Paramount Parks, Showtime, BET, Simon & Xxxxxxxx and such other business units as may be added from time to time, and (ii) any business units managed by you as of the commencement of the Employment Term regardless of whether those units are listed in (i). You acknowledge that Xxxxxx Xxxxxxx will be your Co-President and Co-Chief Operating Officer (the “Other Co-Chief Operating Officer”) and will manage the operations of the following business units of Viacom: (x) CBS, UPN, Paramount Television (including Spelling Productions Inc.), CBS Enterprises, Infinity Radio, Viacom Outdoor and such other Xxxxxx X. Xxxxxxx July 1, 2004 business units as may be added from time to time, and (y) any business units managed by him as of the commencement of the Employment Term regardless of whether those units are listed in (x). You will have the authority, functions, duties, powers and responsibilities normally associated with your position, including, without limitation, (i) all of the powers, rights and functions with respect to supervising, coordinating and managing the business, operations and activities of the business units for which you are responsible; and (ii) decisions on hiring and firing of the personnel of such business units; subject, in each case, to the approval of the Chief Executive Officer of Viacom, as appropriate, and subject to required approvals and policies of the Board of Directors or President the Compensation Committee of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with CompanyViacom. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at You acknowledge that the offices Viacom officers in charge of the Company at 0000 Xxxxxxx 000 XxxxViacom corporate functions will report to the Chairman, XxXxxxxxCEO and will, Xxxxxxxxxin the ordinary course of their duties, liaise with such travel respect to such other locations corporate functions with you and the managers of the business units for which you are responsible. You shall render your services under this Agreement from time Viacom’s offices in the New York metropolitan area (except for services rendered during business trips as may be reasonably necessary), and you shall not be required to time relocate outside of the New York metropolitan area. On the date on which the executive serving as the Board Chairman, CEO on the date of Directors this Agreement resigns from the position of CEO (or President ceases to serve in such position for any reason) but in any event no later than December 31, 2007: (i) you will be appointed the Chief Executive Officer of Company may reasonably request. Except as may otherwise be approved in advance by Viacom or the Board Co-Chief Executive Officer 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 Viacom (with the duties Other Co-Chief Operating Officer appointed as the other Co-Chief Executive Officer of Employee’s position. Employee shall diligently, prudently, professionally Viacom); or (ii) you will be appointed as the sole President and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment Chief Operating Officer of Viacom (with a high degree the Other Co-Chief Operating Officer appointed as the Chief Executive Officer of proficiency and competency and for the exclusive interest of companyViacom).

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 Chairman of the Board, President and Chief Executive Officer of a company comparable to the Company. The Employee will hold, in addition to the office of Chairman of the Board, President and Chief Executive 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 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. 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. 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 company.this Employment Agreement. 2

Duties. Employee During the Term (as defined in Section 3), Executive shall serve FirstMerit and FirstMerit Bank as its Senior Vice President in accordance with directions from the Chief Executive Officer. During the Employment Period, Executive shall devote Executive's exclusive business time, energies, attention and ability to the business of FirstMerit, and shall faithfully and diligently perform the duties of Executive's employment with FirstMerit and of any office or offices held by Executive in FirstMerit, provided that there shall be employed by the Company as a senior executive officer and no set time or minimum time during which 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 services. It is understood and shall also perform and discharge such other employment duties and responsibilities as agreed that, without prior written approval from the Board of Directors of FirstMerit (the "Board") (which approval shall not be unreasonably withheld to the extent such activities do not materially interfere with Executive's duties), Executive may not engage in any other business activities during the period of Executive's employment by FirstMerit, whether or President of Company not for profit or other pecuniary advantage. Notwithstanding the foregoing, (a) nothing contained in this Section 2 shall preclude Executive 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 investment or activity that existed at the offices time of this Agreement, which were disclosed by Executive to FirstMerit and do not materially interfere with Executive's duties; (b) Executive may make personal financial investments after the Company at 0000 Xxxxxxx 000 Xxxxdate of this Agreement which do not involve any active participation on Executive's part, XxXxxxxx(c) Executive may engage in charitable, Xxxxxxxxxeducational, with such travel to religious, civic, trade associations and similar types of activities, and (d) Executive may serve on the board of directors of such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise entities; provided, however, that any such activities described in items (c) and (d) above must (i) be approved in advance by the Board (ii) must not interfere with the business or the performance of Directors of Companythe Executive's duties under this Agreement, and except during vacation periods (iii) must not conflict with policies concerning conflicts of interest. Any director's or other fees received by the Executive related to activities described in (a) and 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(d) above may be retained by Executive.

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 and 9, 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 (a) You shall serve as Chief Financial Officer, Senior Vice President 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 Oklahoma City, Oklahoma. (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 2 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 requestall applicable laws. 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 company4.

Duties. The Employee shall will be employed as an at-will employee in the position set forth on Schedule A hereof. The Employee agrees to be responsible for such additional duties as are commensurate with and required by such position and any other duties as may be reasonably assigned to the Employee 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 eJiva Board of Directors or President of Company shall from time to time reasonably determinetime. The Employee further agrees to perform his duties in a diligent, not inconsistent with Employee’s position as a senior executive officer with Companytrustworthy, loyal, businesslike, productive, and efficient manner and to use his best efforts to advance the business and goodwill of the iGate Group. The Employee shall also further agrees to devote all of his business time, skill, energy and attention exclusively to the business of eJiva and to comply with any By-Laws all reasonable rules, regulations and procedures of CompanyeJiva, and agrees to spend as applicable. Employee shall perform Employee’s duties principally much as one day per week 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 IRG division of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, eJiva supervising 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 assisting the business and interests operations of the Company and its subsidiaries IRG division. Subject to the provisions of Section 6 of this Agreement, the Employee may serve as a director of other companies with the consent of the eJiva Board, which consent shall not be unreasonably withheld. As of the date hereof, the Employee does not serve as a director on the board of any company. While employed by eJiva, the Employee will not engage in any other business for his own account which, in the reasonable opinion of eJiva, may interfere with the Employee's ability to fulfill his employment duties under this Agreement, or accept any employment from any other business entity, or render any services, give any advice to the extent it interferes with the business of eJiva, or serve in a manner consistent with consulting capacity, whether gratuitously or otherwise, to or for any other person, firm or corporation, other than as a volunteer for charitable organizations, without the duties prior written approval of Employee’s position. Employee the eJiva Board, which 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 companynot be unreasonably withheld.

Duties. Employee shall be The Executive agrees that, during the Employment Period, while he is employed by the Company as a senior executive officer Company, he will devote his full business time, energies and shall endeavor in good faith talents 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 serving as the Board Chief Executive Officer 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 the Company, as applicable. Employee shall perform Employee’s duties principally at subject to the offices reasonable direction of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time 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 "Chairman") or J. Joe Xxxxxxxx ("Xickxxxx") (who, as of the Effective Date, is the Chairman). The Executive shall have such duties and except during vacation periods responsibilities consistent with his position as Chief Executive Officer as may be reasonably assigned to him from time to time by the Chairman or Rickxxxx. Xxe Executive shall perform all such duties assigned to him faithfully and reasonable periods of absence due to sicknessefficiently, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term subject to the services reasonable direction of the Chairman or Rickxxxx, xxd shall have such authorities and powers as are inherent to the undertakings applicable to his position and necessary to carry out the responsibilities and duties required of Employee him hereunder; provided provided, however, that the foregoing Executive shall not prohibit Employee from engaging in reasonable charitablebe required to perform any duties while he is disabled (within the meaning of paragraph 4(e)), civic and community activitieswhile he is otherwise ill or injured or during non-business time. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities Notwithstanding the foregoing provisions of this Section 2, during the Employment Term Period, the Executive may, subject to the prior approval of the Chairman or Rickxxxx, xxvote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and shall use his/her good faith effortsactivities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the reasonable judgment and energy to improve and advance of the Chairman or Rickxxxx, xxhibit or prohibit the performance of the Executive's duties under this Agreement, or compete or conflict with the business and interests of the Company and or any of 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 companysubsidiaries.

Duties. During the Term of Employment, the Employee shall be employed by serve as the Company's Chief Executive Officer of its wholly owned subsidiary P2S Holdings, Inc. ("Fittipaldi Carriers") and shall axxxxx xxxxe responsibilities customarily associated with and incident to this position. The Employee shall serve the Company as a senior executive officer faithfully, conscientiously and to the best of the Employee's ability and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment promote the interests and reputation of the Company. Unless prevented by sickness or any designated job position or as specified by Company disability, the Employee shall devote the majority of his time, attention, knowledge, energy and shall also perform skills, during normal working hours, and discharge at such other employment duties and responsibilities times as the Board Employee's duties may reasonably require, to the duties of Directors or President of the Employee's employment. Notwithstanding the foregoing, the Company shall understands that Employee has other opportunities which require his attendance from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companyand agrees that Employee may use his discretion to attend to them. The principal place of employment of the Employee shall also comply with any By-Laws be the Company's principal executive offices or at such other place(s) to be determined by the Company and Employee. The Employee acknowledges that in the course of Companyhis employment, as applicable. Employee shall perform Employee’s duties principally at the offices may be required, from time to time, to travel on behalf 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's expense. The Employee's principal work place shall be in Florida. 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 additional opportunities as long as there is not a conflict of interest now or in reasonable charitable, civic the future with Fittipaldi Logistics and community activitiesxxx xxxxxiates currently including a consulting agreement with Longhorn Transportation as well as a shareholder and board member and on the Board of several charities. Employee must receive prior permission in writing from the Board of Directors to execute additional opportunities which 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 companynot be unreasonably withheld.

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 the President 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 the 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. During the Term of Employment, the Employee shall serve as the Company’s President, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the position of President and as the Company may, from time to time, require of him, including, but not limited to, the performance of such functions and duties for the Company, Avatar Holdings Inc., a Delaware corporation and the parent corporation of the Company (“Avatar”), or any of their subsidiaries or affiliates (the foregoing entities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”) as the Company may require, subject to the direction of the Company’s Board of Directors. 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. Unless prevented by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee’s duties may reasonably 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 current principal 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 and/or such other locations location within fifty (50) miles of Company’s current principal place of business as shall be necessary for the Employee to discharge his duties hereunder. The Employee acknowledges that in the course of his employment he may be required, from time to time as time, to travel on behalf of the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by Company; provided, however, that 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 not be required to spend more than 25% of his 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 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(determined on an annual basis) on overnight travel.

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. Employee During the Employment Term, the Executive shall be employed by serve as Chief Financial Officer of the Company. In such capacity, the Executive shall perform such senior executive duties, services and responsibilities on behalf of the Company Group (as a senior executive officer and shall endeavor in good faith defined below) consistent with such position as may be reasonably assigned 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 Executive from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with by the Chief Executive Officer or President of the Company. Employee In performing such duties hereunder, the Executive will report directly to Chief Executive Officer or President of the Company. For purposes of this Agreement, “Company Group” shall also comply with any By-Laws mean, individually and collectively, iPayment Investors, L.P. (“iPayment Investors”) and its subsidiaries, including but not limited to the Company. During the Employment Term, except as provided in the next following sentence, the Executive shall devote substantially all his business time and attention to the performance of Companysuch duties, as applicable. Employee services and responsibilities, and shall perform Employee’s duties principally at use his commercially reasonable efforts to promote the offices interests of the Company at 0000 Xxxxxxx 000 XxxxGroup, XxXxxxxx, Xxxxxxxxx, with such travel to such and the Executive shall not engage in any other locations from time to time as business activity without the Board approval 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”). Notwithstanding the preceding sentence, the Executive shall be permitted to (i) serve on the board of or provide other services to charitable, civic, educational, professional, community or other not-for-profit organizations, (ii) manage his personal and family investments, including, but not limited to, the activities of Adaero Holdings LLC and any successor entity and (iii) engage in such other activities as are permitted by the Board from time to time, in the case of each of (i), (ii) and (iii), so long as such activities neither (x) significantly interfere with the performance of his duties hereunder nor (y) violate Section 7 hereof. During the Employment Term, the Company shall maintain executive offices for the Executive in the New York City metropolitan area, and 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 be required to relocate from engaging the New York City metropolitan area to any other location. The Executive shall perform his services hereunder in reasonable charitablethe New York City metropolitan area, civic and community activities. Employee shall render Employee’s except for business services exclusively travel related 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 activities 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 companyGroup.

Duties. During the Term of Employment, the Employee shall serve as the Company’s Executive Vice President and General Counsel, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the positions of Executive Vice President and General Counsel and as the Company may, from time to time, require of her, including, but not limited to, the performance of such functions and duties for the Company’s subsidiaries or affiliates (the Company and the foregoing entities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”), subject to the direction of the Company’s Board of Directors. 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. Except as expressly provided herein, unless prevented by sickness or disability, the Employee shall devote all of her time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee’s duties may reasonably 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 principal 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 and/or such other locations location within fifty (50) miles of Company’s current principal place of business as shall be necessary for the Employee to discharge the Employee’s duties hereunder. The Employee acknowledges that in the course of employment the Employee may be required, from time to time time, to travel on behalf of the Company. Notwithstanding the foregoing, the Employee shall be permitted to assist Dxxxx Xxxxxx LLP on any transition matters relating to the Employee’s current files and clients so long as such assistance does not adversely affect the Employee’s performance of her duties and so long as the Board of Directors Employee receives no compensation for such assistance; provided, however, that nothing in this Agreement shall prohibit or President of Company may reasonably request. Except as may otherwise be approved in advance any way limit the Employee from receiving compensation from Dxxxx Xxxxxx LLP for services performed by the Board of Directors of CompanyEmployee on or prior to December 31, 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 company2006.

Duties. The Employee shall be employed as President and Chief Executive Officer of the Employer's Datatec Division. Promptly after execution of this Agreement, the Employer shall combine the business operations of the Employer and its subsidiaries, HH Communications Inc., Signatel Ltd., and Datatec, into the Datatec Division, except that the Employer's Strategic Business Units, for management purposes, and its Computer-Aided Software Integration, Inc. subsidiary, for any purposes, shall not be included in the Datatec Division. In his capacity as President of the Datatec Division, the Employee shall be responsible for supervising the following functions of the Datatec Division: Sales, customer service, technical support, project management, field service, staging and integration, purchasing, accounting, administration and financial functions. The Employee shall not be responsible for supervising the legal matters of the Datatec Division. The Employee shall also serve as Chief Executive Officer of Datatec and have such other responsibilities and duties as are assigned 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 Employer's Board of Directors or (the "Board") and as are consistent with the position of President of Company shall from the Datatec Division. The Employee agrees to devote his full time and best efforts to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Companythe performance of his duties to the Employer. The Employee shall also comply with serve as a Director of the Employer, to the extent elected by the stockholders of Employer Datatec during the initial and any By-Laws extended term of Companythis Agreement; provided, as applicable. however, that the Employee shall perform Employee’s duties principally at the offices immediately be appointed as a Director of the Company at 0000 Xxxxxxx 000 XxxxEmployee, XxXxxxxx, Xxxxxxxxx, with to serve in such travel to such other locations from time to time as initial term until the Board next annual meeting of Directors or President stockholders of Company may reasonably requestthe Employer. Except as may otherwise be approved in advance by The Employer shall cause the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due each subsidiary within the Datatec Division to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term cause its respective executive officers to directly report 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 accede to improve and advance the business and interests his authority as President of the Company and its subsidiaries Datatec Division, as such authority is set forth 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 Section.

Duties. During the Term of Employment, the Employee shall serve as the Company's Chief Operating Officer and Executive Vice President, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the position of Chief Operating Officer and Executive Vice President and as the Company may, from time to time, require of him, including, but not limited to, the performance of such functions and duties for the Company, Avatar Holdings Inc., a Delaware corporation and the parent corporation of the Company ("Avatar"), or any of their subsidiaries or affiliates (the foregoing entities being referred to herein collectively as the "Avatar Entities" and each as an "Avatar Entity") as the Company may require, subject to the direction of the Company's Board of Directors. 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. Unless prevented by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee's duties may reasonably 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 current principal 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 and/or such other locations location within fifty (50) miles of Company's current principal place of business as shall be necessary for the Employee to discharge his duties hereunder. The Employee acknowledges that in the course of his employment he may be required, from time to time as time, to travel on behalf of the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by Company; provided, however, that 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 not be required to spend more than 25% of his 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 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(determined on an annual basis) on overnight travel.

Duties. The Employee shall be employed by as Senior Vice President-Regulatory, General Counsel & 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 or any designated job the position or of Senior Vice President-Regulatory, General Counsel & Secretary 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, 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 Operating 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, Xxxxxxxxx, with such unless his responsibilities require travel to such other locations from locations, in which case 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 The Employee's duties hereunder shall be employed by the Company as a senior executive officer and those which ------ 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 be prescribed 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 in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Senior Vice President of a company comparable to the Company. The Employee will hold, in addition to the office of Senior Vice President 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 such other executive offices 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 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 a manner consistent 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 duties most significant of Employee’s positionthose held, exercised and assigned immediately preceding the Effective Date. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, prudentlyhowever, professionally and responsibly perform his 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 a member of boards of companies or organizations which have been approved by the Board of Directors so long as such memberships or activities do not interfere with the performance of the Employee's 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. Employee The Employee's duties hereunder shall be employed by the Company as a senior executive officer and those which 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 be prescribed 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 in accordance with the bylaws of Companythe Company and shall include such executive duties, powers and except during vacation periods and reasonable periods responsibilities as customarily attend the office of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term Vice President of a company comparable to the services required Company. The Employee will hold, in addition to the offices of Employee hereunder; provided that Vice President of 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 President of the Employment Term and shall use his/her good faith effortsDivision, judgment and energy to improve and advance the business and interests of 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 a manner connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements) and authority shall be at least commensurate in all material respects with the most significant of those mutually agreed upon by the Employee and the Company as of the Effective Date; provided, however, that, consistent with the duties of Employee’s position. Company's policy with respect to all employees, Employee shall diligentlyreport exclusively to Xxxx Xxxxx, prudentlyXxxx Xxxxx, professionally Xxxxx Xxxx and responsibly the Board of Directors of the Company. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform his such duties; 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: (i) owning and managing personal investments including real estate and (ii) serving as a member of boards of companies or organizations which have been approved by the Board of Directors so long as such memberships or activities do not interfere with the performance of the Employee's 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. During the Term of Employment, the Employee shall serve as the Company’s Chief Operating Officer and Executive Vice President, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the position of Chief Operating Officer and Executive Vice President and as the Company may, from time to time, require of him, including, but not limited to, the performance of such functions and duties for the Company, Avatar Holdings Inc., a Delaware corporation and the parent corporation of the Company (“Avatar”), or any of their subsidiaries or affiliates (the foregoing entities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”) as the Company may require, subject to the direction of the Company’s Board of Directors. 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. Unless prevented by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee’s duties may reasonably 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 current principal 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 and/or such other locations location within fifty (50) miles of Company’s current principal place of business as shall be necessary for the Employee to discharge his duties hereunder. The Employee acknowledges that in the course of his employment he may be required, from time to time as time, to travel on behalf of the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by Company; provided, however, that 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 not be required to spend more than 25% of his 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 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(determined on an annual basis) on overnight travel.

Duties. Employee shall serve as the Chief Executive Officer of Employer and be employed by the Company appointed to serve 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 member 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 CompanyEmployer (the "Board") on the date hereof, and except shall continue to be nominated by the Board to serve as a member of the Board during vacation periods and reasonable periods the Term, which nomination shall be subject to approval by the shareholders of absence due Employer at its annual meetings of shareholders held subsequent to sicknessthe date hereof, injury or disabilityprovided that if Employee's employment with Employer is earlier terminated in accordance with the provisions herein, Employee shall devote Employee’s full time throughout immediately resign from 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 activitiesBoard upon request by Employer. Employee shall render Employee’s business services exclusively perform the duties as assigned by the Board from time to Company and its subsidiaries and affiliate entities during the Employment Term time and shall use his/her good faith effortsfaithfully and to the best of his ability perform such reasonable duties and services of an active, judgment executive, administrative and energy managerial nature as shall be specified and designated, from time to improve time, by the Board. As Chief Executive Officer, Employee's duties shall include, without limitation, making recommendations to the Compensation Committee of Employer with respect to awards made under Employer's stock option and advance compensation plans. The executive officers of Employer, including the business President, shall report directly to Employee, as Chief Executive Officer, provided that, if at any time there is no person serving as President, Employee shall also serve as President for such period until another person is appointed by the Board to serve as President. Employee agrees to devote his full time and interests skills to such employment while he is so employed, subject to a vacation allowance of not less than three (3) weeks during each year of the Company and its subsidiaries in a manner consistent with the duties Term, or such additional vacation allowance as may be granted to other senior executives 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 companyEmployer.

Duties. During the Term of this Agreement, Employee shall will be employed by the Company to serve 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 Operations Manager of the Company and its subsidiaries and affiliates. If the Company achieves public company status during the Term, Employee's title will be Chief Operating Officer but all other terms and conditions of this Agreement shall continue in a manner consistent with the duties of Employee’s positioneffect unchanged. Employee shall diligentlydevote substantially all of Employee's business time, prudentlyattention, professionally energy, knowledge, and responsibly skill solely and exclusively to the conduct of the business of the Company as may be reasonably necessary to effectively discharge Employee's duties under this Agreement and, subject to the supervision and direction of the Chief Executive Officer of the Company, will perform his those duties and have such authority and powers as are customarily associated with the offices of a Chief Operating Officer of a company engaged in a business that is similar to the business of the Company and/or assigned to him by the President, including (Without limitation): (a) the authority to direct and manage the day-to-day operations and affairs of the Company and (b) the authority to hire and discharge employees of the Company. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Xxxxx County, Nevada; provided, however, that Company may, from time to time, require Employee to travel temporarily to other locations O'Hara Employment Agreement /s/WO Employee Initial on the Company’s business. Prior written consent of Company shall discharge his employment utilizing his best faith efforts be required before Employee may undertake to perform any services whether as an employee, consultant officer, director, etc, of a business, commercial or professional nature, whether for compensation or otherwise, Although Company's consent may not be unreasonably withheld, it shall hereby be" deemed reasonable for Company to deny its consent with respect to any and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyall outside gaming activities.

Duties. Employee shall be employed by as the Company as a senior executive officer and Chief Executive Officer of Employer. Employee 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 are normally associated with the foregoing position and such additional duties and responsibilities as he may be reasonably assigned from time to time by the Board of Directors. The Employee agrees to serve the Company faithfully and to the best of his ability and shall devote his full time, attention, and energies to the business of the Company during customary business hours, except (i) that the Employee may perform such duties and responsibilities as may be necessary for Wxxxxxxx and Company, P.A., provided, and only to extent that, such duties or responsibilities do not materially interfere with the Employee’s duties and responsibilities to the Company as set forth hereunder; or (ii) as may be otherwise authorized by the Board of Directors. The Employee agrees to carry out his duties in a competent and professional manner and to at all times promote the best interests of the Company. Except as expressly provided herein, the Employee shall not, during the Employment Period, engage in any other business, whether or not pursued for profit. Nothing contained herein shall be construed as preventing the Employee from investing in any other business or entity which is not in competition with the business of the Company. Nothing contained herein shall be construed as preventing the Employee from (1) engaging in personal business affairs and other personal matters, (2) serving on civic or charitable boards or committees, or (3) serving on the board of directors of companies that do not compete directly or indirectly with the Company, provided however, that none of such activities materially interferes with the performance of his duties under this Agreement and provided further that the Board of Directors or President approves 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 each 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 proposed appointment which approval 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 companybe unreasonably withheld.

Duties. The Employee shall be employed by the Company serve 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 Executive Officer of the Company at 0000 Xxxxxxx 000 XxxxEmployer and, XxXxxxxxpromptly following the Effective Date, Xxxxxxxxx, with such travel shall be appointed 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 serve on the Board of Directors of CompanyEmployer (the “Board”). While Employee remains employed by the Employer, and except during vacation periods and reasonable periods the Employer shall nominate the Employee for election to the Board at each annual meeting of absence due to sickness, injury or disability, the Employer’s shareholders at which Employee is up for re-election. The Employee shall report to the Board. The Employee agrees to be so employed by the Employer and to devote his best efforts and substantially all of his business time to advance the interests of the Employer and to perform such executive, managerial, administrative and financial functions as are required to develop the Employer’s business and to perform other duties assigned to the Employee by the Board that are consistent with the Employee’s full time throughout position. Nothing set forth herein shall prohibit 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 personal investing activities. The Employee shall render Employee’s be permitted to serve on the boards of directors of other entities whose businesses are not competitive with the Employer in accordance with Employer policy; provided, however, that Employee may continue to serve on the board of directors of Respira Therapeutics, Inc. for so long as its business services exclusively to Company and its subsidiaries and affiliate entities during is not competitive with the Employment Term and shall use his/her good faith effortsEmployer and, judgment and energy to improve and advance following the business and interests 18-month anniversary of the Company and its subsidiaries in a manner consistent Effective Date, the Employee may seek approval of the Board to serve on the board of directors of one additional entity whose business is not competitive with the duties of Employee’s position. Employee shall diligentlyEmployer, prudentlysuch approval not to be unreasonably withheld, 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 companyconditioned or delayed.

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. 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. During the Term of Employment, the Employee shall serve as the Company’s Executive Vice President and General Counsel, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the positions of Executive Vice President and General Counsel and as the Company may, from time to time, require of her, including, but not limited to, the performance of such functions and duties for the Company’s subsidiaries or affiliates (the Company and the foregoing entities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”), subject to the direction of the Company’s Board of Directors. 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. Except as expressly provided herein, unless prevented by sickness or disability, the Employee shall devote all of her time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee’s duties may reasonably 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 principal 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 and/or such other locations location within fifty (50) miles of Company’s current principal place of business as shall be necessary for the Employee to discharge the Employee’s duties hereunder. The Employee acknowledges that in the course of employment the Employee may be required, from time to time time, to travel on behalf of the Company. Notwithstanding the foregoing, the Employee shall be permitted to assist Xxxxx Xxxxxx LLP on any transition matters relating to the Employee’s current files and clients so long as such assistance does not adversely affect the Employee’s performance of her duties and so long as the Board of Directors Employee receives no compensation for such assistance; provided, however, that nothing in this Agreement shall prohibit or President of Company may reasonably request. Except as may otherwise be approved in advance any way limit the Employee from receiving compensation from Xxxxx Xxxxxx LLP for services performed by the Board of Directors of CompanyEmployee on or prior to December 31, 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 company2006.

Duties. Employee is employed to actively engage in the practice of accounting on behalf of Employer. Employee's duties shall include but not be employed limited to keeping and maintaining (or causing to be kept and maintained) appropriate records relating to all professional services rendered by Employee under this Agreement and preparing or attending to, in connection with such services, all reports, claims and correspondence necessary or appropriate in the Company as a senior executive officer circumstances, all of which records, reports, claims, and correspondence shall endeavor in good faith belong 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 CompanyEmployer. Employee shall also comply with any By-Laws promote, by entertainment or otherwise, within the extent permitted by law and the applicable canons of Companyprofessional ethics, as applicablethe professional practice of Employer; shall to a reasonable extent attend professional conventions and postgraduate seminars and participate in professional societies; and shall do all things reasonably desirable to maintain and improve Employee's professional skills. Employee shall perform Employee’s duties principally at not engage in the offices practice of the Company at 0000 Xxxxxxx 000 Xxxxaccounting either individually or with others, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time except as the Board an Employee of Directors or President of Company may reasonably request. Except as may Employer unless otherwise be approved in advance authorized by the Board of Directors of CompanyEmployer. Employer shall have the authority to determine the specific duties to be performed by Employee and the means and manner by which the duties shall be performed. However, Employer shall not impose employment duties or constraints of any kind which would require Employee to infringe the ethics of the accounting profession or violate any ordinance or law. Employer shall have the authority to determine the assignment of clients to Employee, 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 be required to perform services for clients assigned to him by Employer. All work performed shall be subject to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitablereview, civic modification, and community activitiescancellation by Employer. Employee shall render Employee’s business services exclusively comply with the policies, standards, and regulations of Employer from time to Company and its subsidiaries and affiliate entities time established by the Board of Directors of Employer. If the Employee is elected or appointed a director or an officer of the Employer during the Employment Term and term of this Agreement, the Employee will serve in such capacity or capacities without further compensation; but nothing herein shall use his/her good faith effortsbe construed as requiring the Employer, judgment and energy or anybody else, to improve and advance cause the business and interests election or appointment 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 such director or officer.

Duties. the Employee shall be employed by serve as Chief Technology Officer of the Company and, subject to the general operating policies, as a senior executive officer and shall endeavor in good faith amended from 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 time, of the Board of Directors or President (the “Board”) and the Company’s Certificate of Incorporation and By-Laws, Employee shall have supervision and control over the design, design development, manufacturing process, production, scheduling, quality control and delivery of all pneumatic tires and ancillary products produced by the Company and its subsidiaries. Employee shall have such other duties as customarily performed by the Chief Technology Officer and also have such other powers and duties as may be, from time to time reasonably determinetime, prescribed by the Board, provided that the nature of Employee’s powers and duties so prescribed shall not be inconsistent with Employee’s position as a senior executive officer with Companyand duties hereunder. Employee shall also comply with any By-Laws of report directly and exclusively to the Company’s Chief Executive Officer, as applicableAxxxxx Xxxxxxx. During the Term, Employee shall perform Employeealso be nominated to serve as Chairman of the Company’s duties principally at Board. The Employee shall devote his best efforts to the offices business and affairs of the Company at 0000 Xxxxxxx 000 Xxxxand, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time during the Term (as defined in Section 2.1 of this Agreement) as well as the Board of Directors or President of Company may reasonably request. Except period provided in Article III, shall observe at all times the covenants regarding non-competition as may otherwise be approved found in advance by the Board of Directors of CompanyNon-Compete Agreement, attached hereto as Exhibit A, and except confidentiality provided in Article III hereof. The Company and Employee acknowledge and agree that, during vacation periods and reasonable periods of absence due to sickness, injury or disabilitythe Term, Employee shall be permitted to (i) serve on corporate, civic or charitable boards or committees, (ii) manage passive personal investments and (iii) devote minimal time to the pursuit of the development of other products at his own expense which don’t compete directly or indirectly with the Company’s products so long as any such activities do not unduly interfere with the performance of 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 responsibilities as an employee of the Company and its subsidiaries in a manner consistent accordance 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 by as Senior 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 the position of Senior Vice President and Chief Financial Officer 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 his position. Notwithstanding the foregoing, the Employee shall be entitled to participate as a director or advisor to one or more associations, businesses or community or charitable organizations, so long as such activity does not (i) involve a substantial amount of the Employee’s position. Employee shall diligentlytime, prudently, professionally and responsibly (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. The Employee shall be employed by as the Company as a senior executive officer Vice President of Operations of the Company, shall faithfully and shall endeavor in good faith to 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 Operations 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, 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 shall be employed by the Company as a senior executive officer The Companies hereby agree to continue to employ Executive, and shall endeavor in good faith to competently perform Executive hereby accepts 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 continued employment, as the Board Executive Vice President - Acquisitions & Capital Markets and Corporate Counsel of Directors or President of Company shall from time ICH and agrees to time reasonably determine, not inconsistent with Employee’s position serve 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 at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time ICH Board and as the Board Executive Vice President - Acquisitions & Capital Markets and Corporate Counsel and member of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Companyeach of the other Companies. In his role as Executive Vice President - Acquisitions & Capital Markets and Corporate Counsel of ICH and the other Companies, Executive shall be responsible for such duties and functions as may be directed from time to time by ICH's Chief Executive Officer and each other respective Chief Executive Officer, provided, that such duties and functions are reasonable and customary for an Executive Vice President - Acquisitions & Capital Markets and Corporate Counsel. Executive agrees that he shall, during the term of this Agreement, except during reasonable vacation periods and reasonable periods, periods of absence due illness and the like, devote substantially all his business time, attention and ability 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 responsibilities hereunder; PROVIDED, HOWEVER, that nothing contained herein shall discharge be construed to prohibit or restrict Executive from (i) serving as a director of any corporation, with or without compensation therefor; (ii) serving in various capacities in community, civic, religious or charitable organizations or trade associations or leagues; or (iii) attending to personal business; PROVIDED, HOWEVER, that no such service or activity permitted in this Section 1(a) shall materially interfere with the performance by Executive of his employment utilizing his best faith efforts duties hereunder. Executive shall report directly to ICH's Chief Executive Officer and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyeach other respective Chief Executive Officer.

Duties. Employee The Executive shall be employed by have the Company as a senior executive officer title of Executive Vice President and shall endeavor in good faith have the duties that are customarily attendant to competently perform that office and such other 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 are 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 assigned by the Board of Directors Directors. During the Employment Period, the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of Companythose held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. During the Employment Period, and except during vacation periods and reasonable excluding any periods of absence due vacation and sick leave to sicknesswhich the Executive is entitled, injury or disability, Employee shall the 2 Executive agrees to devote Employee’s full reasonable attention and time throughout the Employment Term 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, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and its subsidiaries in efficiently such responsibilities. During the Employment Period it shall not be a manner consistent violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the duties performance of Employee’s positionthe Executive's responsibilities as an employee of the Company in accordance with this Agreement. Employee It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall diligentlynot thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Notwithstanding anything herein to the contrary it is acknowledged and agreed that the Executive may hold positions as director, prudentlyofficer or employee of Capital House A Finance and Investment Corporation and any corporation associated therewith; provided, professionally and responsibly perform that such activities do not impair the performance by Executive of his duties and shall discharge hereunder or otherwise interfere with Executive's compliance with his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for obligations set forth in the exclusive interest of companypreceding sentence.

Duties. Employee Executive shall be employed by subject to the direction and control of the Company’s Chief Executive Officer of the Company as a senior executive officer and (“CEO”). Executive shall endeavor in good faith to competently perform such duties and functions for and on behalf of the Company consistent with his position and experience as inherent in Employee’s employment or any designated job position or Chief Financial Officer, as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board are reasonably requested of Directors or President of Company shall Executive from time to time reasonably determineby the CEO. Executive shall use reasonable best efforts to devote all of his working time, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws skill and efforts to the performance of Company, as applicable. Employee shall perform EmployeeExecutive’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 under this Agreement in advance by the Board of Directors of Company, a manner that will faithfully 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 diligently further the business and interests of the Company; provided, however, that Executive shall in any event be permitted (a) to be a member of the boards of directors (or similar governing bodies) of other entities and (b) to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as of the date hereof and disclosed on Exhibit A shall be deemed conclusively approved. Except as set forth on Exhibit A hereto, Executive represents and warrants as of the date hereof and as of the Effective Date that he is not a member of any board of directors or similar governing bodies of any entity other than the Company and or its subsidiaries subsidiaries. Executive, in a manner consistent the performance of Executive’s duties hereunder, shall use good faith, reasonable efforts to cause the activities of the Company to be conducted substantially in accordance with the duties terms of Employeethe limited liability company operating agreement of the Company as amended and in effect from time to time and applicable laws, and will, in all material respects, observe and adhere to the Company’s position. Employee shall diligently, prudently, professionally code(s) of conduct and responsibly perform his duties ethics and shall discharge his employment utilizing his best faith efforts other corporate governance codes and prudent judgment with a high degree of proficiency and competency and for policies as now existing or which may hereafter be adopted by the exclusive interest of companyCompany.

Duties. Until the Transition Date, the Employee shall be employed by continue to serve as co-Chief Executive Officer of the Company on a full-time basis and exclusively for the Company, and in such other positions as a senior executive officer may be agreed upon between the Employee and the Board. Until the Transition Date, the Employee shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment may be assigned to him by the Board or any designated job position or as specified by its designee. From and after the Transition Date during the Services Term, the Employee shall perform such services for the Company and shall also perform its Subsidiaries as may be reasonably assigned by and discharge such other employment duties under the direction and responsibilities as control of the Board or the Company's Chief Executive Officer (the "CEO"); it being understood that the Employee will not accept other full-time employment, will make available, on a first priority basis, no less than one quarter of Directors his business time to the performance of services hereunder, and will make himself available, at all times requested by the Board or President the CEO, to make appearances on behalf of the Company, including, but not limited to, road shows, public appearances, interviews, etc., subject to reasonable prior notice from the Company and, with respect to such priority, the Employee's then-existing reasonable prior professional commitments. The Company shall provide to the Employee such office space and other administrative support as may be determined from time to time reasonably determinein the sole discretion of the CEO. On the Transition Date, not inconsistent with Employee’s the Employee shall formally resign from his position as a senior executive an 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 Xxxxand each of its Subsidiaries. During the Services Term, XxXxxxxxthe Company shall include the Employee on its slate of directors recommended for election by the Company's stockholders. If elected, Xxxxxxxxxthe Employee shall serve as a director. At such times as the Employee and Stephan Paternot are both serxxxx xx xxx Xxxxd, the Chairman of the Board will recommend that the Employee and Stephan Paternot serve as Vicx-Xxxxxxxx xx xxe Board commencing with such travel the first meeting of the Board following the date hereof. In the event that Employee and Stephan Paternot are not appoxxxxx Xxxx Xxxxxmen of the Board, the Employee, Stephan Paternot and approprixxx xxxxxxxx xxx directors of the Company will promptly meet to such determine a mutually agreeable alternative title for each of the Employee and Stephan Paternot. As a Vice Cxxxxxxx xx xxx Xoard, the Employee shall not be, nor be deemed to be, an officer of the Company. This paragraph does not in any way limit the Company's ability, in its sole discretion, to amend its governing instruments regarding the duties of Vice-Chairman. The Employee will not, without the prior written approval of the disinterested members of the Board, engage in any other locations corporate, civic or charitable activity which would interfere with the performance of his duties on behalf of the Company, is in violation of policies established in good faith 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 Board, is in violation of Directors applicable law, or would create a conflict of interest with respect to the Employee's obligations to 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 as determined by 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 disinterested members 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 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 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 shall be employed by as Chief Executive Officer of the Company as a senior executive officer 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 other executive employment duties and responsibilities as the Board of Directors or President of the Company shall from time to time reasonably determine, not inconsistent determine so long as they are consistent with Employee’s position as those performed by a senior chief executive officer with Companyof a similar business. In all cases, Employee shall also comply with any By-Laws will have general responsibility and authority over the day to day operations of Company, the business and will have such duties as applicableare customary for a chief executive. The Employee shall perform Employee’s his duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxxin Monmouth County, XxXxxxxx, XxxxxxxxxNew Jersey, 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 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 preceding sentence, the Employee shall diligentlybe entitled to participate as a director of not more than two (2) other business enterprises so long as such participation does not (i) involve a substantial amount of the Employee's time, 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 Section 9 of this Agreement. For so long as he serves as the exclusive interest Company's Chief Executive Officer, the Employee will be nominated to serve on the Board of companyDirectors of the 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. 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. Employee From the Effective Date through the earlier of the effective date of the Bank Merger (the “Bank Merger Date”) or August 31, 2016 (the “Transition Date”), Executive shall devote Executive’s full business time, energies and talents to serving as the Chief Financial Officer of Central Bank or in such other comparable role as may be employed determined by the Company Company’s Chief Executive Officer (the “CEO”). During that portion, if any, of the Employment Period from the Bank Merger Date through the Transition Date, Executive shall devote Executive’s full business time, energies and talents to serving as a senior executive officer Senior Vice President, Corporate Finance for MidWestOne Financial Group, Inc. and MidWestOne Bank, at the direction of the CEO. During that portion of the Employment Period following the Transition Date, Executive shall endeavor in good faith devote Executive’s full business time, energies and talents to competently perform serving as Senior Vice President and Chief Financial Officer of the Company, at the direction of the CEO. Executive shall 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. 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 in of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement if they are of a manner consistent with type which, if they had existed on the duties of date hereof, should have been listed on Exhibit A hereto. As long as the Employee’s position. other positions or investments in other firms do not create a conflict of interest, violate the Employee’s obligations under Section 7 below or cause the Employee 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. The Employee shall be employed serve as the President and Chief Executive Officer of the Company and, subject to the Company’s Certificate of Incorporation and By-Laws, Employee shall have supervision and control over, and executive responsibility for, the day to day business operations of the Company and its subsidiaries. Employee shall have such other duties as customarily performed by the Company as a senior executive officer President and shall endeavor in good faith to competently perform Chief Executive Officer and also have such other powers and duties as inherent in Employeemay be, from time to time, prescribed by the Company’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 (the “Board”), provided that the nature of Company Employee’s powers and duties so prescribed shall from time to time reasonably determine, not be inconsistent with Employee’s position as a senior executive officer with Companyand duties hereunder. Employee shall also comply report directly and exclusively to the Board and no other executive officer will be appointed with any By-Laws authority over the business operations of Company, as applicablethe Company or its subsidiaries. Employee shall perform Employee’s duties principally shall be performed from an office within the City of Tucson, or within no more than fifteen (15) miles from the city limits thereof. Initially, the Employee shall establish and maintain, at his expense except as otherwise provided herein, an office at his home, but the offices Company shall open and establish an office within the aforesaid geographic area as soon as the finances of the Company permit. The Employee shall devote his best efforts to the business and affairs of the Company and, during the Term (as defined in Section 2.1 of this Agreement) and thereafter to the extent provided in Article III, shall observe at 0000 Xxxxxxx 000 Xxxxall times the covenants regarding non-competition and confidentiality provided in Article III hereof. The Company and Employee acknowledge and agree that, XxXxxxxx, Xxxxxxxxx, with such travel to such notwithstanding the aforesaid covenants regarding non-competition and confidentiality and any 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 disabilityprovision herein, Employee shall devote be permitted to (i) serve on corporate, civic or charitable boards or committees, (ii) manage passive personal investments and (iii) pursue the development of other products or services at his own expense which do not compete directly or indirectly with the Company’s products and services so long as any such activities do not unduly interfere with the performance of 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 responsibilities as an employee of the Company and its subsidiaries in a manner consistent accordance 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. 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 [ ] 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 in of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement if they are of a manner consistent with type which, if they had existed on the duties of date hereof, should have been listed on Exhibit A hereto. As long as the Employee’s position. other positions or investments in other firms do not create a conflict of interest, violate the Employee’s obligations under Section 7 below or cause the Employee 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. 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 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. 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. 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. 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. 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 The Executive shall be employed by responsible for the Company as a senior executive officer supervision, control 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 conduct of all the business and affairs of the Company and shall also perform and discharge have such other employment additional duties and any additional responsibilities as the Board of Directors or are normally assigned to a Chief Executive Officer and President of Company shall which may from time to time be 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 designated by the Board of Directors of the Company (the "Board"), provided that in no event shall the scope of his duties and the extent of his responsibilities be substantially different from the duties and responsibilities usually associated with those positions in a publicly-held corporation similar in size and function to the Company. The Executive agrees that he will conduct all investigations, make all inquiries, provide all services and except during vacation periods execute all reports, certifications and/or attestation required of him in his capacity as the Chief Executive Officer of the Company and reasonable periods the "Principal Executive Officer" of absence due the Company (as defined under the rules and regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Xxxxxxxx-Xxxxx Act of 2002, the related rules and regulations promulgated by the Securities and Exchange Commission and the rules and regulations of the New York Stock Exchange. At all times, the Executive shall be subject to sicknessthe direction of the Board. During the period the Executive is employed by the Company (the "Employment Period"), injury or disability, Employee the Executive shall devote Employee’s his full business time throughout the Employment Term and best 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 the Company and its subsidiaries subsidiaries, except for any business activities rendered by the Executive in connection with the partnerships listed on Schedule A. The Executive will not be prevented from (i) engaging in any civic or charitable activity for which the Executive receives no compensation or other pecuniary advantage; (ii) investing his personal assets in businesses which do not compete with the Company, provided that such investment will not require any services on the part of the Executive in the operation of the affairs of the businesses in which investments are made which would unreasonably interfere with his obligations hereunder; (iii) purchasing securities in any corporation whose securities are publicly traded, provided that such purchases will not result in the Executive owning beneficially at any time five percent (5%) or more of the equity securities of any corporation engaged in a manner consistent business competitive with that of the Company; (iv) serving as a director of any corporation that does not engage in any business which is competitive with the duties then current business 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 Company as any of proficiency and competency and for its subsidiaries (as defined in Section 7 hereof); or (v) participating in any other activity approved in advance in writing by 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 employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities serve as the Board Company's Vice President, Cost Accounting and Inventory for New Jersey and Missouri facilities, and in connection therewith shall manage the cost accounting and inventory functions at the Company's New Jersey and Missouri facilities in substantially the same manner as the Employee heretofore performed her duties, subject only to the supervision and control of Directors or President the Company's Chief Executive Officer [WF] and Chief Financial Officer [PT]. Except as permitted in clause (b) of Company shall from time to time reasonably determineSection 9 hereof, 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 her duties principally hereunder at the Company's offices located at 10-00 Xxxxx Xxxx, Xxxx Xxxx, Xxx Xxxxxx (the "Employment Site"). In no event will the Employee be required to undertake any duties or perform any tasks which are inconsistent with the duties undertaken, or the tasks performed, by the Employee prior to the date hereof or which are inconsistent with her status as a Vice President of the Company at 0000 Xxxxxxx 000 XxxxCompany. During the Employment Term, XxXxxxxxthe Employee shall devote the majority of her business time, Xxxxxxxxxattention, skill and efforts to the performance of her duties hereunder; provided, however, that the Employee may serve as an officer and director of other for profit corporations, if such service does not conflict in any material respect with such travel her duties hereunder or her fiduciary duty 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 nothing herein shall prevent the Employee from managing her personal investments and reasonable periods participating in charitable and civic endeavors, so long as such activities do not materially interfere with the Employee's performance 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 her duties hereunder; provided and provided, further, that nothing herein shall prevent the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic devoting such time and community activities. Employee shall render Employee’s business services exclusively attention as she reasonably deems appropriate 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 as a director 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[Tiger].

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. During his employment hereunder, Employee shall initially will be employed by appointed President and General Manager of the Trusted Systems Division of Harrxx Xxxputer Systems Corporation, reporting to Corkx Xxxxxx, xxtil closing ("Closing") under the Purchase and Sale Agreement that is currently under negotiations between the Company and Concurrent Computer Corporation providing for the sale to Concurrent of the assets of the Company's real-time computer business. The anticipated date of Closing is June, 1996. After the Closing, Employee will serve as a senior executive officer the 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 Chairman of the Board of Directors or President of the Company shall from time and the Company will take such actions as necessary to time reasonably determine, not inconsistent with Employee’s position cause his nomination as a senior executive officer with Company. Employee shall also comply with any By-Laws member 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. Employee shall have general and active charge of the business and affairs of the Company and, in such capacity, shall have responsibility for the day-to-day operations of the Company, subject to the authority and except during vacation periods and reasonable periods control of absence due the Board of Directors of the Company. Employee shall report directly 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. 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 the position of Executive Vice President and Chief Financial Officer 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 in a senior executive officer capacity 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, XxxxxxxxxXxxxxxxxx or from a location approved by the Board of Directors or the Chief Executive Officer, 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. Because this Agreement and Employee’s employment with the Company is for a limited time as specified by the Employment Term, Employee shall also render and provide any and all necessary activities, services, duties and responsibilities as may be necessary or reasonably requested by the Board of Directors or Chief Executive Officer for Employee winding down his employment within the Employment Term transitioning any job position and responsibilities held by him. This shall include, but is in no way limited to, any and all mentoring or training services as requesting and required by the Company and to provide mentoring, guidance, oversight and leadership to other persons or employees. Employee agrees to provide such services through the Employment Term. Additionally, Employee agrees to provide his full cooperation to the Company after the Employment Term.

Duties. The Employee shall be employed by as the Company as a senior executive officer President and Chief Operating 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 position or such positions and as are specified by in the By-laws of the Company and shall also perform and discharge such other executive employment duties and responsibilities as the Chief Executive 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 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 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 his positions. Nothing contained in this Section 3 shall preclude the Employee from serving as a trustee of the HHL Liquidating Trust 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 '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.

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, not inconsistent which duties and responsibilities shall be commensurate with Employee’s position the Executive's position. The Executive shall comply fully with all applicable laws, rules and regulations as a senior executive officer well as with Companythe Corporation's policies and procedures. Employee The Executive shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at devote his entire working time to the offices business 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 Corporation and shall use his/her good faith his best efforts, judgment skills and energy to improve abilities in his diligent and advance the business and interests faithful performance 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 responsibilities hereunder. While the Executive is employed pursuant to this Agreement, he shall discharge not engage in any other business activities or hold any office or position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Executive may engage in (i) personal investment activities for himself and his employment utilizing family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his best faith efforts duties and prudent judgment 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 college or university or related executive 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 be performed at the Executive's sole expense; (ii) the Academic Work shall not violate or cause violation of the Executive's other duties to the Corporation, including 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, the 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 a high degree the Executive's performance of proficiency his duties under this Agreement, including without limitation travel that makes the Executive unavailable for activities related to the business of the Corporation, and competency and for in the exclusive interest of companyevent the Chief Executive Officer reasonably determines that the Academic Activities may or will cause such interference, the Executive shall make such reasonable accommodations as are necessary to remove the interference.

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. 2.1 During the Employment Period, the Employee shall be employed by the Company as a senior executive officer in the position of Chief Executive Officer of Fifth Third Bank, Indiana and shall endeavor in good faith be subject to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company the general supervision, direction and shall also perform and discharge such other employment duties and responsibilities as the Board control 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 Companythe Company and the Board of Directors of the Bank in which Employee is employed (the "Board"). The Employee shall use his reasonable best efforts to perform such duties as are customary and appropriate in such capacities or offices. 2 2.2 During the Employment Period, 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 the Employment Term 's substantial business time, energies, attention and ability to the services required business of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitableCompany, 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 perform the duties of Employee’s position's employment with the Company and of any office or offices held by Employee in the Company to the best of his abilities. It is understood and agreed that, without prior written approval from the Board (which approval shall not be unreasonably withheld), the Employee may not engage as an employee or active participant in any other business activities during the period of Employee's employment by the Company, whether or not for profit or other pecuniary advantage. Notwithstanding the foregoing, (a) nothing contained in this Section 2.2 shall diligentlypreclude the Employee from any investment or activity that existed at the time of this Agreement and which was disclosed by the Employee to the Company, prudently(b) the Employee may make personal financial investments after the date of this Agreement which do not involve any active participation on Employee's part if such investments are made in compliance with Section 5.2 below, professionally and responsibly perform his (c) the Employee may engage in charitable, educational, religious, civic, trade associations and similar types of activities, and (d) the Employee may serve on the board of directors of such other entities as may be approved by the Board; provided, however, that any such activities described in item (c) above must be reported promptly to the Board, and any activities described in items (a) through (d) above (i) must not materially interfere with the business of the Company or any Affiliate (as defined in Section 2.3 below) or the performance of the Employee's duties under this Agreement, and shall discharge his employment utilizing his best faith efforts (ii) must not materially conflict with the Company's or any Affiliate's policies concerning conflicts of interest. Any director's or other fees received by the Employee related to activities described in (a) and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company(d) above may be retained by such Employee.

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. 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. 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 shall be employed by as the Company as a senior executive officer and Chief Executive Officer of Employer. Employee 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 are normally associated with the foregoing position and such additional duties and responsibilities as he may be reasonably assigned from time to time by the Board of Directors. The Employee agrees to serve the Company faithfully and to the best of his ability and shall devote his full time, attention, and energies to the business of the Company during customary business hours, except (i) that the Employee may perform such duties and responsibilities as may be necessary for Wxxxxxxx and Company, P.A., provided, and only to extent that, such duties or responsibilities do not materially interfere with the Employee’s duties and responsibilities to the Company as set forth hereunder; or (ii) as may be otherwise authorized by the Board of Directors. The Employee agrees to carry out his duties in a competent and professional manner and to at all times promote the best interests of the Company. Except as expressly provided herein, the Employee shall not, during the Employment Period, engage in any other business, whether or not pursued for profit. Nothing contained herein shall be construed as preventing the Executive from investing in any other business or entity which is not in competition with the business of the Company. Nothing contained herein shall be construed as preventing the Executive from (I) engaging in personal business affairs and other personal matters, (2) serving on civic or charitable boards or committees, or (3) serving on the board of directors of companies that do not compete directly or indirectly with the Company, provided however, that none of such activities materially interferes with the performance of his duties under this Agreement and provided further that the Board of Directors or President approves 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 each 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 proposed appointment which approval 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 companybe unreasonably withheld.

Duties. Employee The Executive shall be employed by have the Company as a senior executive officer title of Chief Financial Officer and shall endeavor in good faith have the duties customarily attendant to competently perform such office and such other 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 are 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 assigned by the Board of Directors Directors. During the Employment Period, the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of Companythose held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. During the Employment Period, and except during vacation periods and reasonable excluding any periods of absence due vacation and sick leave to sicknesswhich the Executive is entitled, injury or disability, Employee shall the Executive agrees 2 to devote Employee’s full reasonable attention and time throughout the Employment Term 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, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and its subsidiaries in efficiently such responsibilities. During the Employment Period it shall not be a manner consistent violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the duties performance of Employee’s positionthe Executive's responsibilities as an employee of the Company in accordance with this Agreement. Employee It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall diligentlynot thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Notwithstanding anything herein to the contrary it is acknowledged and agreed that the Executive may hold positions as director, prudentlyofficer or employee of Capital House A Finance and Investment Corporation and any corporation associated therewith; provided, professionally and responsibly perform that such activities do not impair the performance by Executive of his duties and shall discharge hereunder or otherwise interfere with Executive's compliance with his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for obligations set forth in the exclusive interest of companypreceding sentence.

Duties. Employee 1 The Company shall be employed by employ the Company Executive, and the Executive shall serve in the full-time employ of the Company, on the terms and subject to the conditions set forth in this Agreement. The Executive shall serve as a senior executive officer the President and shall endeavor in good faith Chief Executive Officer (“CEO”) of the Company, reporting 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 for the Company (the “Board”) and shall from time to time reasonably determine, not inconsistent with Employee’s position as a at all times during the Term be the most senior executive officer with of the Company. Employee The Executive shall also comply have such duties and authority commensurate with any By-Laws the position of Company, as applicable. Employee shall perform Employee’s duties principally at the offices CEO of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, and shall perform such other duties commensurate with such travel to such other locations from time to time position as the Board of Directors or President of Company may reasonably requestfrom time-to-time assign. Except as may otherwise During the Term, Deutsche Telekom AG (“DT”) shall cause the Executive to be approved in advance by appointed to the Board of Directors of Company(and for so long as the Company has publicly traded common stock or other equity securities, and except during vacation periods and reasonable periods of absence due the Company shall use its best efforts to sickness, injury or disability, Employee cause the Executive to be nominated for election to the Board). The Executive shall devote Employee’s full his best efforts and all of his business time throughout and attention to promote the Employment Term to benefit and advantage of the services required of Employee hereunderCompany; provided provided, however, that the foregoing shall not prohibit Employee preclude the Executive from engaging in appropriate civic, charitable or religious activities which have been previously approved by the Company’s compliance function consistent with Company policy or from devoting a reasonable charitableamount of time to private investments not inconsistent with the Restrictive Covenant and Confidentiality Agreement (as defined below), civic and community activities. Employee provided further, that the Executive may (i) continue to serve on the boards of directors of the entities listed on Exhibit A to this Agreement, and (ii) serve on additional boards of directors and/or advisory boards from time to time, subject to the approval of the Chairman of the Board, which approval shall render Employeenot be unreasonably withheld, provided, further, that in all such cases such service may not materially interfere with the Executive’s business full time services exclusively to Company the Company, and its subsidiaries such service may continue for so long as such entities do not, in the reasonable and affiliate entities during the Employment Term and shall use his/her good faith effortsjudgment of the Board, judgment and energy to improve and advance compete, directly or indirectly, with the business and interests of the Company and its subsidiaries Company. The Executive’s position shall be based at the Company’s headquarters in a manner consistent with the duties of Employee’s position. Employee shall diligentlyBellevue, 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 companyWashington.

Duties. Corporation hereby employs, engages, and hires Employee as employee to provide a multitude of services on behalf of Corporation to include but not be limited to the inventing, developing, conceptualizing, marketing, manufacturing, and licensing of gaming and gaming related products and services. Employee may also be an officer and/or a director of corporation. Employee will carry out the policies and procedures relating to such employment as such policies and procedures are formulated by Corporations shareholders, Board of Directors and Officers. Employee hereby accepts and agrees to such hiring, engagement and employment subject to the general supervision, orders, advice and direction of Corporation. 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 are customarily performed by one holding such position in Employee’s employment the same or any designated job position similar businesses or enterprises as specified that engaged in by Company Corporation, and shall also perform and discharge additionally render such other employment related and unrelated services and duties and responsibilities as the Board of Directors or President of Company shall may be reasonably assigned to Employee from time to time by Corporation. Employee agrees that Employee will, at all times, faithfully, industriously and to the best of Employee's ability, experience and talents perform all of the duties which may be reasonably determinerequired of and from Employee pursuant to the express and implicit terms of this agreement and to the reasonable satisfaction of Corporation. Such duties shall be rendered in the States of Washington and Nevada and such other place or places as Corporation shall, not inconsistent with Employee’s position in good faith, require or as a senior executive officer with Companythe interests, needs, businesses or opportunities of Corporation shall require. Employee shall also comply with any By-Laws of Companyfurnish the hours Employee, as applicable. Employee shall perform in Employee’s duties principally at 's sole discretion, deems necessary for 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 fulfillment of Employee’s position. Employee shall diligently, prudently, professionally 's obligations hereunder and responsibly perform his duties and shall discharge his employment utilizing his the rendering services on behalf of Corporation in furtherance of its best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of companyinterests.

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 (i) 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 and the Treasurer of the Company and (ii) that under the by-laws of the Company as now in effect the Treasurer is the chief financial officer of the Company. Neither the failure of any future Board of Directors to elect Executive to the offices just named nor any amendment of the by-laws shall, however, be deemed to relieve either party hereto of any of his or President 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. 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 Vice President, Network Operations of a company comparable to the Company. The Employee will hold, in addition to the office of Vice President, Network Operation 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.