Common use of Employee’s Duties Clause in Contracts

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties of such positions. Employee shall report directly to the Board. All other employees of the Company shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries. For purposes of this Agreement, a "Subsidiary" shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman of the Board and the Chief Executive Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board of Directors of the Company (the “Board”), provided that such duties are at all times consistent with the duties of such positionsposition. Employee shall report directly to the Board. All other employees of the Company shall report directly to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries’s subsidiaries. For purposes of this Agreement, a "“Subsidiary" ” shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Company understands and acknowledges that Employee agrees shall be an employee, executive officer and director of Plains Resources Inc. (“PLX”), and therefore, Employee will not be able to devote all of his full attention and time during normal business hours to Company. Accordingly, Company agrees that the business and affairs performance of the Company and to use reasonable best efforts to perform faithfully and efficiently such Employee’s duties and responsibilitieson behalf of PLX shall not be a breach of this Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's ’s duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder or violate the Company's ’s conflicts policy as in effect from time to time, (b) Employee inform informs the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify notifies the Board of, and discuss discusses with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's ’s management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board Board, other than the Compensation Committee, to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's ’s certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Executive Chairman and Chief Executive Officer of the Company's Board of Directors, with such customary duties and responsibilities as may from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties of such positions. Employee shall report directly to the Board. All other employees of the Company shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries. For purposes of this Agreement, a "Subsidiary" shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such his duties and responsibilitiesresponsibilities hereunder. Company understands and acknowledges that Employee shall be an employee, executive officer and director of PXP, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PXP shall not be a breach of this Agreement or the Original Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect from time to time, (b) Employee inform informs the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman Executive Vice President and Chief Executive Financial Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the BoardCompany or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such positionsposition. Employee shall report directly to the Board. All other employees of the Company shall report to EmployeeChief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries’s subsidiaries. For purposes of this Agreement, a "“Subsidiary" ” shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's ’s duties hereunder until Employee has been notified in writing thereof by the Board Chief Executive Officer and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder or violate the Company's ’s conflicts policy as in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's ’s management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During The Employee hereby assumes the Term, following commitments: 7.1 The Employee shall serve as perform his official duties and tasks of the Chairman Company professionally and Chief Executive Officer in time making the maximum use of his knowledge and skills, shall at all times comply with the instructions and internal policy of the Company, with such customary duties shall apply every effort to protect the interests and responsibilities as may from time reputation of the Company. 7.2 The Employee shall adhere to time be assigned the rules of conduct prescribed by the internal regulations and the Corporate Policy Guidelines. 7.3 The Employee shall handle the materials, office aids, communications means and other material valuables provided to him by the Board, provided that such duties are at all times consistent Company with the duties of such positionscare. The Employee shall report directly to be bear material liability both for the Boarddirect actual damage personally inflicted by him on the Company and for the damage that the Company sustained as a result of his compensating other persons for the damage. 7.4 The Company shall make sure that the Employee is briefed on the provisions of the safety precautions on a continuous basis and the Employee shall sign for being aware of the above precautions. All other employees At the request of the Company the Employee shall report undergo training on the above safety precautions and shall observe the safety instructions effective within the Company. The Employee shall be responsible for breaching the above-mentioned safety precautions in accordance with the effective legislation of the Russian Federation. 7.7 The Employee shall not, without prior written consent of the Company, directly or via a third person: i) either urge or compel a person that is employed by the Company or any of its affiliated companies to Employee. Employee agrees terminate or not to serve without additional compensation, if elected extend the Employment Contract of that person with the Company or appointed thereto, in one with any of its affiliated companies throughout the effective period of this Contract and two years upon termination of the latter or ii) either urge or more offices compel a physical or a director legal person that is the customer or vendor of the Company or of any of its affiliated companies to break relations or not to extend relations with the Company's Subsidiaries. For purposes Company or with any of its affiliated companies throughout the effective period of this Agreement, a "Subsidiary" shall mean any entity in which the Company owns a majority Contract and two years upon termination of the voting stock of the class of securities (latter or iii) directly or other interests indirectly exercise or take part in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of activities undertaken by the Company and participate in the similar or competitive activities in any way for two years upon termination of this Contract. 7.8 In case of dismissal the Employee undertakes not to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding take away from the foregoing, Company any materials or concepts developed during the Termwork with the Company. 7.9 The Employee shall notify the Company in time about any objects of intellectual property created by him throughout the effective period of this Contract. Through signing this Contract the Employee agrees that any exclusive rights for the use of any inventions, Employee may engage useful models, industrial samples, domain names, web-pages and software in the following activities so long as they do not interfere source and object codes and any other forms created in any material respect connection with the performance of the Employee's ’s duties specified in this Contract (‘objects of intellectual property’) as well as all the related documentation will belong to the Company. The Employee also agrees that the Company has exclusive rights for the use of objects of intellectual property and responsibilities hereunder: (i) serve for publishing them in any way at its discretion. The Company is entitled to submit on corporateits own behalf patent applications, civic or charitable boards or committeesapplications for any inventions, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, useful models and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof industrial samples created by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with during the performance of Employee's duties and responsibilities hereunder or violate his official duties. The Employee also undertakes to render assistance to the Company's conflicts policy as Company in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) protection of the rights both in case of infringement of these rights by third persons and in case the Company and lays any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee claims or any of the entities in which Employee owns a majority interest files lawsuits in connection with such continued ownership the exercise by the Company of the said rights. 7.10 The Employee assures and management guarantees that should be offered Appendix 2 to this Contract is a full list of all the Employee-patented objects of intellectual property, Employee-registered trademarks and domain names, as well as the objects of intellectual property, trademarks and domain names with relation to which the Employee filed requests for registration. Appendix 2 shall also contain the list of all the materials that are objects of the copyright law and are related to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management Company’s sphere of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchangeactivity.

Employee’s Duties. During Effective on the TermEffective Date (as defined in Section 2, below), the Company hereby employs Employee as Managing Director of the Company and Employee hereby accepts such employment. In that capacity, Employee shall serve as the Chairman and Chief Executive Officer of the Company, with have such customary duties and responsibilities consistent with the foregoing and otherwise consistent with Employee's position as may be determined from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties Board of such positions. Employee shall report directly to the Board. All other employees Directors of the Company shall report to Employee. Employee agrees to serve without additional compensation, if elected (the "Board") or appointed thereto, in one or more offices or a director of any the Chief Executive Officer (the "CEO") of the Company's Subsidiariesparent company, Xxxxxxx Leisure Limited ("SLL"), including duties with respect to Affiliates of the Company. For purposes of this Agreement, a "SubsidiaryAffiliate" means an entity controlled by, controlling or under common control with the Company. While he is employed by the Company, Employee shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote all his full attention business time and time during normal business hours effort to the business and affairs conduct of the Company and to use reasonable best efforts to perform faithfully and efficiently such his duties and responsibilities. Notwithstanding the foregoinghereunder, during the Term, provided that Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or and charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed subject to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof approval by the Board and given a reasonable period (other than for non-profit organizations) in which to cure such interference; and further provided that Employee shall notify and obtain approval light of potential conflicts of interest with the Board prior to accepting Company or any of the positions described in clause (i) aboveAffiliate, which approval shall not be unreasonably withheld. In additionwithheld or delayed, Employee shall be permitted (ii) provide services on a pro xxxx basis to manage his personal investments described in clause civic and charitable organizations and (iii) above in accordance with the preceding sentence provided that (a) attend to his personal investments, so long as such management shall activities do not interfere in any material respect with the performance of Employee's duties responsibilities as an employee of the Company in accordance with this Agreement and responsibilities hereunder or violate are consistent with the Company's conflicts policy as policies. The Company also agrees that Employee may receive compensation in effect from time connection with his service on corporate boards, without set-off, adjustment or diminution of his salary, bonus or any other rights hereunder. References in this Agreement to timepolicies, (b) Employee inform directives or rules of the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) Company include policies, directives and rules of the Company and any its Affiliates. By Employee's execution below, Employee acknowledges that except for this Agreement, there is no arrangement or agreement between Employee and the Company concerning the terms of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss Employee's employment with the Board with respect to, any opportunities presented to Company. Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointedacknowledges that, as a director senior employee of the Company during Company, Employee has control over his working hours and, accordingly, applicable law governing the Term, and (c) use its reasonable best efforts maximum hours which an employee can work are not applicable to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchangethis Agreement.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties of such positions. Employee shall report directly to the Board. All other employees of the Company shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries. For purposes of this Agreement, a "Subsidiary" shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such his duties and responsibilitiesresponsibilities hereunder. Company understands and acknowledges that Employee shall be an employee, executive officer and director of PLX, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PLX shall not be a breach of this Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect from time to time, (b) Employee inform informs the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Officer Vice President—Exploration & Production of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the BoardCompany or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such positionsposition. Employee shall report directly to the Board. All other employees of the Company shall report to EmployeeChief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries’s subsidiaries. For purposes of this Agreement, a "“Subsidiary" ” shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's ’s duties hereunder until Employee has been notified in writing thereof by the Board Chief Executive Officer and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder or violate the Company's ’s conflicts policy as in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's ’s management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman of the Board and the Chief Executive Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board of Directors of the Company (the “Board”), provided that such duties are at all times consistent with the duties of such positionsposition. Employee shall report directly to the Board. All other employees of the Company shall report directly to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries’s subsidiaries. For purposes of this Agreement, a "“Subsidiary" ” shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Company understands and acknowledges that Employee agrees shall be an employee, executive officer and director of Plains Resources Inc. (“PLX”), and therefore, Employee will not be able to devote all of his full attention and time during normal business hours to Company. Accordingly, Company agrees that the business and affairs performance of the Company and to use reasonable best efforts to perform faithfully and efficiently such Employee’s duties and responsibilitieson behalf of PLX shall not be a breach of this Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's ’s duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder or violate the Company's ’s conflicts policy as in effect from time to time, (b) Employee inform informs the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify notifies the Board of, and discuss discusses with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's ’s management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointedreappointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board Board, other than the Compensation Committee, to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's ’s certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Officer Vice President Exploration & Production of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the BoardCompany or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such positionsposition. Employee shall report directly to the Board. All other employees of the Company shall report to EmployeeChief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries’s subsidiaries. For purposes of this Agreement, a "“Subsidiary" ” shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's ’s duties hereunder until Employee has been notified in writing thereof by the Board Chief Executive Officer and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's ’s duties and responsibilities hereunder or violate the Company's ’s conflicts policy as in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's ’s management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties of such positions. Employee shall report directly to the Board. All other employees of Company, other than the Company Chairman of the Board, shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries. For purposes of this Agreement, a "Subsidiary" shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such his duties and responsibilitiesresponsibilities hereunder. Company understands and acknowledges that Employee shall be an employee and executive officer of PXP, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PXP shall not be a breach of this Agreement or the Original Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect from time to time, (b) Employee inform informs the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the TermEmployment Period, Employee EMPLOYEE shall perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as PRESIDENT for COMPANY. EMPLOYEE shall be entitled to make all normal executive level management decisions regarding matters within the COMPANY's usual course of business, which are related to the duties customary for EMPLOYEE in his capacity as PRESIDENT. EMPLOYEE shall serve as on the Chairman and Chief Executive Officer advisory board to the COMPANY's Board of Directors. EMPLOYEE may, if elected, without additional compensation, unless expressly approved by the Board of Directors of the CompanyCOMPANY, with such customary serve as a director of the COMPANY. EMPLOYEE's authority and duties shall be subject to review and responsibilities as may direction from the Board of Directors of the COMPANY. EMPLOYEE agrees to abide by all rules and regulations established from time to time be assigned to him by the BoardBoard and shall comply with all COMPANY policies for the employees as such policies may exist from time to time, provided that such duties which are at all times consistent not inconsistent with the duties of such positions. Employee shall report directly his sole discretion to the Board. All other employees manage operations of the Company shall report to EmployeeSURE MEDICAL subsidiary. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of During the Company's Subsidiaries. For purposes term of this Agreement, a "Subsidiary" EMPLOYEE shall mean any entity in which devote his entire time, energy, and skill to the Company owns a majority service of the voting stock COMPANY and the promotion of the class of securities (or other interests COMPANY'S interests, and shall use his best efforts in the case performance of a limited liability company or partnership) his services hereunder. The parties agree that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoingEMPLOYEE shall not, during the TermEmployment Period or Successive Employment Period, Employee may engage in the following activities so long as they do not interfere be engaged in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporateother business activity whether or not such activity is pursued for gain, civic profit, or charitable boards or committeesother pecuniary advantage including, (ii) deliver lectureswithout limitation, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investmentsmanagement consulting activities; provided, however, that EMPLOYEE may invest his personal assets in no event shall businesses where the conduct form or manner of any such activities by Employee be deemed to materially interfere investments will not require services on the part of EMPLOYEE conflicting with Employee's the duties hereunder until Employee has been notified in writing thereof by the Board of EMPLOYEE under this Agreement and given a reasonable period in which to cure such interference; his participation is solely that of a passive investor. All commissions, fees or other income earned and further provided that Employee shall notify and obtain approval received by EMPLOYEE, if any, in furtherance of the Board prior to accepting business of Company, or its affiliates or from any of the positions described other business or financial opportunity or endeavor in clause (i) abovewhich EMPLOYEE is an active participant and not a passive investor, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted accepted by EMPLOYEE for the account of Company, and shall be remitted to manage his personal investments described Company within three (3) days of EMPLOYEE's receipt thereof. Company agrees to indemnify EMPLOYEE for any income tax or other tax liabilities incurred as a result of such income and remittance. EMPLOYEE shall perform services in clause (iii) above in accordance with such places and localities as the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect COMPANY may require from time to time, (b) Employee inform and he shall do such traveling on behalf of the Board of any conflicts of interest (whether actual or apparent) COMPANY as may reasonably be required consistent with the Business (as defined in Section 7(c) hereof) historical requirements of the Company and any office of its Subsidiaries, including any event reasonably likely to raise PRESIDENT for the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchangeCOMPANY.

Employee’s Duties. During the Term, Employee shall serve as the Chairman President and Chief Executive Operating Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties of such positions. Employee shall report directly to the Board. All other employees of the Company shall report to EmployeeChief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries. For purposes of this Agreement, a "Subsidiary" shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such his duties and responsibilitiesresponsibilities hereunder. Company understands and acknowledges that Employee shall be an employee and executive officer of PLX, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PLX shall not be a breach of this Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect from time to time, (b) Employee inform informs the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board, provided that such duties are at all times consistent with the duties of such positions. Employee shall report directly For information to the Board. All other employees of the Company shall report parties to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company's Subsidiaries. For purposes of this Agreement, a "Subsidiary" the following duties of various employees are listed: (1) An Engineer shall mean not have the right to any entity job until he starts work. (2) An Engineer temporarily absent from his machine must not allow any person other than an Engineer or Apprentice Engineer to run, operate or in which any way meddle with his machine or boiler. (3) An Engineer shall not operate any boiler or other appliance requiring inspection under the Company owns a majority laws of the voting stock State of Michigan, cities or municipalities therein, until the same has been inspected. All boilers found to be faulty or without inspection shall be immediately reported to the Boiler Inspector’s Office. (4) No Engineer shall teach any person except another Engineer or an Apprentice Engineer to run any machine or part thereof under the Engineer’s jurisdiction, without special permission of the class of securities Business Manager. (5) No Engineer shall be allowed to quit or other interests in leave the case of a limited liability company or partnership) that may vote in the election job until he has given special notice and secured another Engineer to take his place unless he is ordered to leave by authority of the members of Union or the governing body of such entityEmployer. Employee agrees This is intended to devote his full attention protect the Employer against being left without an Engineer and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee's duties hereunder until Employee has been notified in writing thereof by the Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee construed in any way as restricting the right of an Employer to discharge his employees. (6) No Engineer shall be permitted allowed to manage his personal investments described in clause enter into any private agreement for hours or wages or working conditions with any Employer. (iii7) above Any Engineer who fails to demand and receive wages in accordance with the preceding sentence provided that (a) such management scale set forth in this Agreement shall not interfere be in any material respect with the performance of Employee's duties and responsibilities hereunder or violate the Company's conflicts policy as in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee's management violation of his current personal investmentsUnion Constitution and Bylaws. (8) Any Engineer who deliberately fails to perform a fair day’s work shall be in violation of his Union Constitution and Bylaws. (9) It is distinctly understood that no employee shall work for any Employer, as disclosed whether an individual, partnership or corporation, who fails to provide Workers’ Compensation Insurance for the Company prior employees. (10) Engineers employed on a job to the Effective Date, run an engine shall not be deemed assigned to materially interfere with his duties hereunderperform other work not customarily performed by an Engineer. If a physical examination of the Engineer is required by the Employer the examining physician shall be mutually agreed upon by the Employer, the employee and the Union and the cost of the physical examination shall be paid for by the Employer. (11) Every Engineer is encouraged to carry a valid first aid card. The Company agrees Union shall make every effort to (a) nominate Employee as provide these classes on a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchangeregular basis.