Common use of Employment and Duties Clause in Contracts

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with the makeup of such divisions as determined by the Company from time to time. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to the Company's Chief Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with the makeup of such divisions as determined by the Company from time to time. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to the Company's Chief Executive Operating Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs the Employee, and the Employee as a Division President, hereby accepts employment with the makeup of such divisions as determined Company, to advise the Company on mergers, acquisitions and other initiatives and strategic ventures contemplated to be undertaken by the Company from time to time. As suchCompany, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to as the Company's Chief Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the CompanyPresident may direct. (b) The Employee hereby agrees to perform the duties described in Section 1(a) hereof, and to serve the Company, faithfully, diligently and to the best of his ability, subject to the direction of the Company's President. The parties hereby agree that the Employee shall not be required to devote in excess of sixty (60) hours per month (the "Monthly Employment Period") to the performance of his duties under this Agreement, at such timed mutually acceptable to the Company and the Employee. The parties further acknowledge and agree that the Employee's employment hereunder shall in no manner restrict or limit the Employee's freedom to pursue other professional endeavors provided they do not materially impair the Employee's ability to perform his duties hereunder. (c) During the Term (as defined in Section 2 hereof) the Employee shall not, during directly or indirectly, engage in the term internet retail superstore business or any related internet retail business in which the Company shall actually engage in any material manner; provided, however, that such prohibition shall not apply to any business in which the Employee shall have been engaged, independent of his employment hereunderwith the Company, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except prior to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving date on the boards of directors of other companies, provided that which the Company is notified of, and consents to, commences its engagement of such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereofbusiness.

Employment and Duties. (a) The Company hereby employs Employee as a Division PresidentVice President for Marketing, with the makeup of or such divisions other comparable positions as determined shall be given to Employee by the Company from time to timeCompany's Board of Directors (the "Board"). As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to such positions, including those set forth in the Company's Chief Executive Officer or by-laws and as otherwise may be directed from time to time by the Board, it being understood that such other officer designated duties shall be reasonably comparable to those duties previously performed by Employee for the Company. Employee hereby accepts this employment upon the terms and conditions contained herein contained and, subject to Section 1(b), and agrees to devote his working full business time, attention and efforts to promote and further the business of the Company. (b) Employee faithfully shall adhere to, execute and fulfill all policies established by the Company. (c) Employee shall not, during the term Term of his employment hereunderhereunder (as defined in Section 5 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofwithout the prior consent of the Board. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with the makeup of such divisions as determined by the Company from time to timeVice President and Chief Accounting Officer. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President Chief Accounting Officer and will report directly to the Company's Chief Executive Financial Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with Chief Executive Officer of the makeup of such divisions as determined by the Company from time to timeCompany. As such, Employee shall have responsibilities, duties duties, and authority reasonably accorded to and expected of a Division President Chief Executive Officer of the Company and will report directly to the Company's Chief Executive Officer or such other officer designated by Board of Directors of the CompanyCompany (the "Board"). Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b)paragraph 1(c) hereof, agrees to devote his working Employee's time, attention attention, and efforts to promote and further the business of the Company. (b) Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. During the term of Employee's employment hereunder, Employee shall be entitled to be a director on the Board. (c) Employee shall not, during the term of his or her employment hereunder, be engaged in any other business activity pursued for gain, profit profit, or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section paragraph 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with President and Chief Operating Officer of the makeup Company as Director of the Company and CPH (or such divisions comparable positions as determined shall be given to Employee by the Company from time to timeCompany's or CPH's Board of Directors). As such, Employee shall have responsibilitiesdirect and primary responsibility over the areas of sales, operations and telemarketing and shall report to the Chief Executive Officer of the Company and to the Board of Directors of the Company, and shall have such further duties and authority reasonably accorded to and expected of a Division President such positions and will report directly as otherwise may be directed from time to time by the Company's Chief Executive Officer or such other officer designated by the CompanyBoard of Directors of the Company and CPH (collectively referred to as the "Board"). Employee hereby accepts this employment upon the terms and conditions contained herein contained and, subject to Section 1(b), and agrees to devote his working full business time, attention attention, and efforts to promote and further the business of the Company. (b) Employee faithfully shall adhere to, execute and fulfill all policies established by the Company. (c) Employee shall not, during the term Term of his employment hereunderhereunder (as defined in Section 5 hereof), be engaged in any other business activity pursued for gain, profit profit, or other pecuniary advantage except to without prior consent of the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofBoard. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with Chief Operating Officer of the makeup Company and Director of the Company and CPH (or such divisions other comparable positions as determined shall be given to Employee by the Company from time to timeCompany's or CPH's Board of Directors). As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to such positions, including those set forth in the Company's Chief Executive Officer or and CPH's by-laws and as otherwise may be directed from time to time by the Board of Directors of the Company and CPH (collectively referred to as the "Board"), it being understood that such other officer designated duties shall be reasonably comparable to those duties previously performed by Employee for the Company. Employee hereby accepts this employment upon the terms and conditions contained herein contained and, subject to Section 1(b), and agrees to devote his working full business time, attention and efforts to promote and further the business of the Company. (b) Employee faithfully shall adhere to, execute and fulfill all policies established by the Company. (c) Employee shall not, during the term Term of his employment hereunderhereunder (as defined in Section 5 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofwithout the prior consent of the Board. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division PresidentPresident and/or strategic business unit leader, with the makeup of such divisions or business units as determined by the Company from time to time. As such, Employee shall have responsibilitiessuch duties, duties responsibilities and authority reasonably accorded as determined or designated from time to and expected of a Division President time by the Company and will report directly to the Company's Chief Executive Operating Officer or such other officer or employee designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company hereby employs Employee as a Division President, with Chief Executive Officer of the makeup of such divisions as determined by the Company from time to timeCompany. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President such position and will report directly to the Company's Chief Executive Officer or such other officer designated by of the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b)paragraph l(b) hereof, agrees to devote his working Employee's full business time, attention and efforts to promote and further the business of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor not violate the terms of Section paragraph 3 hereof. (c) To the extent Employee is asked to serve as an officer or director of Ronco Brands, Inc., the parent holding company of the Company, Employee’s duties to Ronco Brands, Inc. shall be deemed to have been included in this Agreement, shall not be entitled to any additional compensation hereunder, and shall be covered by all provisions of the Agreement mutatis mutandis.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with Chief Financial Officer and Director of the makeup of Company and CPH (or such divisions other comparable positions as determined shall be given to Employee by the Company from time to timeCompany's or CPH's Board of Directors). As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to such positions, including those set forth in the Company's Chief Executive Officer or and CPH's by-laws and as otherwise may be directed from time to time by the Board of Directors of the Company and CPH (collectively referred to as the "Board"), it being understood that such other officer designated duties shall be reasonably comparable to those duties previously performed by Employee for the Company. Employee hereby accepts this employment upon the terms and conditions contained herein contained and, subject to Section 1(b), and agrees to devote his working full business time, attention and efforts to promote and further the business of the Company. (b) Employee faithfully shall adhere to, execute and fulfill all policies established by the Company. (c) Employee shall not, during the term Term of his employment hereunderhereunder (as defined in Section 5 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofwithout the prior consent of the Board. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) A. The Company hereby employs Employee as a Division its Executive Vice President, with the makeup of such divisions as determined by the Company Operations. Additional or different duties, titles or positions, however, may be assigned to Employee or may be taken from Employee from time to timetime by the President & CEO and/or the Board of Directors ("Board") of the Company. As such, The Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report reports directly to the Company's Chief Executive Officer or such other officer designated by President and CEO of the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), and agrees to devote his working time, attention and efforts to promote and further the business and services of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (b) B. Employee shall perform such duties, assume such responsibilities and devote such time, attention and energy to the business of the Company as the Board shall from time to time require and shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section Paragraphs 3 or 4 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division PresidentUpon commencement of the term of this Agreement, with the makeup of such divisions as determined by the Company shall employ Employee on the terms and conditions herein set forth. Employee's initial title shall be Chief Financial Officer, but such title may be changed from time to timetime by the Board of Directors. As such, Employee shall perform such duties, have responsibilitiessuch authority, duties and authority reasonably accorded report to and expected of a Division President and will report directly such officers, as shall from time to the Company's Chief Executive Officer or such other officer time be designated by the Board of Directors of the Company. Employee hereby accepts shall accept this employment upon the terms and conditions herein contained and, subject to Section 1(b), and agrees to devote his working full time, attention and efforts to promote and further the business and services of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (b) Employee shall perform such duties, assume such responsibilities and devote such time, attention and energy to the business of the Company as the Board of Directors of the Company shall from time to time require and shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to without the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofprior written consent of the Company. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof5.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with President of the makeup of such divisions as determined by the Company from time to timeCompany. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President of the Company and will report directly to the Company's Chief Executive Officer or such other officer designated by Board of Directors of the CompanyCompany (the "Board"). Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b)paragraph 1(c) hereof, agrees to devote his Employee's full working time, attention attention, and efforts to promote and further the business of the Company. (b) If, at any time during the Term (as defined) hereof, the General Manager of the Company ceases to perform his or her duties as General Manager for any reason, then Employee shall become the General Manager of the Company and assume all the obligations, responsibilities and duties, and receive the compensation and benefits of such previous General Manager for the remaining period of such previous General Manager's term of employment. (c) Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (d) Employee shall not, during the term of his or her employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section paragraph 3 hereof.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company hereby employs Employee as a Division President, with Executive Vice President of the makeup of such divisions as determined by the Company from time to timeCompany. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President such position and will report directly to the Company's Chief Executive Officer or such other officer designated by of the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b)paragraph l(b) hereof, agrees to devote his working Employee's full business time, attention and efforts to promote and further the business of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor not violate the terms of Section paragraph 3 hereof. (c) To the extent Employee is asked to serve as an officer or director of Ronco Brands, Inc., the parent holding company of the Company, Employee’s duties to Ronco Brands, Inc. shall be deemed to have been included in this Agreement, shall not be entitled to any additional compensation hereunder, and shall be covered by all provisions of the Agreement mutatis mutandis.

Employment and Duties. (a) The Company hereby employs Employee the Executive --------------------- as a Division President, with the makeup of such divisions as determined by the Company from time to time. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to the Company's Chief Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon CEO on the terms and conditions herein contained and, provided in this Agreement and Executive agrees to accept such employment subject to Section 1(bthe terms and conditions of this Agreement. The Executive shall perform the duties and responsibilities as are customary for the officer of a corporation in such position, and shall perform such other duties and responsibilities as are reasonably determined from time to time by the Board of Directors of the Company (the "Board"), . The Executive agrees to devote his working best efforts and substantially all of his time, attention attention, energy, and efforts skill to promote and further performing the business duties of the Company. (b) Employee CEO. Provided that such activities shall not, during the term not violate any provision of this Agreement or materially interfere with his performance of his employment duties hereunder, be engaged nothing herein shall prohibit the Executive (a) from participating in any other business activity pursued for gainactivities approved in advance by the non-management members of Board in accordance with any terms and conditions of such approval, profit such approval not to be unreasonably withheld or delayed, (b) from engaging in charitable, civic, fraternal, or trade group activities, or (c) from investing his assets in other pecuniary advantage except to entities or business ventures. The Executive shall be based at the extent Company's offices in Xxxxxxxx, New Jersey or such other place that shall constitute the Company's headquarters, although he may perform such activity (i) does not interfere with Employee's duties and responsibilities hereunder responsibilities, consistent with his obligations hereunder, from any other location, and (ii) does not violate Section 3 hereof. The foregoing limitations except for business travel incident to his employment under this Agreement, the Company agrees the Executive shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior required to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereofrelocate.

Employment and Duties. (a) The Company hereby employs shall employ Employee as a Division PresidentCompany’s President and Chief Executive Officer during the term of employment set forth in Section 3 hereof. Employee shall have such responsibilities and duties, consistent with the makeup of such divisions his position and expertise, as determined by the Company may from time to timetime be prescribed by the Board of Directors, the Chairman of the Board or any Committee of the Board that has been empowered by the Board to give such direction. As such, Employee shall have responsibilitiesdevote his full time, duties energy, skill and authority reasonably accorded to and expected of a Division President and will report directly best efforts to the business and affairs of Company's Chief Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms , and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company. (b) Employee shall not, during the term of his employment hereunderthis Agreement, be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage except to the extent advantage; provided, however, that such activity nothing in this Agreement shall prevent Employee from (i) does not interfere with Employee's duties and responsibilities hereunder and engaging in charitable activities, or (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments investing his assets in such form or manner as (A) will neither not require his services, other than to a minimal extent, any services on Employee’s part in the operation operations or the affairs of the companies or enterprises company in which such investments are made nor violate (other than services to Company and its affiliates) and (B) will not be an investment in any company which competes, directly or indirectly, with Company in any manner; provided, further, that the terms of Section 3 hereofactivities permitted in the foregoing subsections (i) and (ii) shall not, either alone or together with other activities permitted under those subsections, interfere in any material way with Employee’s responsibilities under this Agreement.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with the makeup of such divisions as determined by the Company from time to timeits President and Chief Executive Officer. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President commensurate with such position and will report directly to the Company's Chief Executive Officer or such other officer designated by Board of Directors of the CompanyCompany through its Chairman. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), and agrees to devote his working Employee's time, attention and efforts to promote and further the business of the Company. (b) Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (c) Employee shall not, during the term of his Employee's employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section Paragraph 3 hereof. (d) Subject to the By-Laws of the Company, Employee shall be offered a seat on the Company's Board of Directors. Unless otherwise agreed by the Board of Directors, the Directors shall receive no further compensation for participation as a Director.

Employment and Duties. (a) The Company hereby employs Employee as a Division PresidentVice President and Chief Accounting Officer. Employee shall have such duties, with the makeup of such divisions responsibilities and authority as determined or designated from time to time by the Company from time to time. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to the Company's Chief Executive Financial Officer or such other officer or employee designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company. (b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee Executive as a Division President, with Vice President of the makeup of such divisions as determined by the Company from time to timeCompany. As such, Employee Executive shall have responsibilities, duties and authority reasonably accorded to and to, expected of a Division and consistent with Executive's position as Vice President of the Company and will report directly to the Company's Chief Board of Directors of the Company (the "Board"). Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(bparagraph 1(c), agrees that, during the term of employment hereunder, to devote substantially all of his working business-related time, attention and efforts to promote and further the business and interests of the Company and its affiliates. The Company will provide to the Executive reasonable overhead and personnel support appropriate for Executive to fulfill his duties hereunder. (b) Executive shall faithfully adhere to all lawful policies established by the Company. (bc) Employee Executive shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes in any material respect with EmployeeExecutive's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The foregoing limitations shall not be construed as prohibiting Employee Executive from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section paragraph 3 hereof. (d) Executive cannot be relocated by the Company unless the Executive consents to such relocation. The Executive's refusal to relocate shall not be considered "cause" for termination. Furthermore, Executive shall not be required to commute to another location or travel extensively in lieu of relocation.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with President and Chief Operating Officer of the makeup Company and as Director of the Company and CPH (or such divisions other comparable positions as determined shall be given to Employee by the Company from time to timeCompany's or CPH's Board of Directors). As such, Employee shall have responsibilitiesdirect and primary responsibility over the areas of sales, operations and telemarketing and shall report to the Chief Executive Office of the Company and to the Board of Directors of the Company, and shall have such further duties and authority reasonably accorded to and expected of a Division President such positions and will report directly as otherwise may be directed from time to time by the Company's Chief Executive Officer or such other officer designated by the CompanyBoard of Directors of the Company and CPH (collectively referred to as the "Board"). Employee hereby accepts this employment upon the terms and conditions contained herein contained and, subject to Section 1(b), and agrees to devote his working full business time, attention and efforts to promote and further the business of the Company. (b) Employee faithfully shall adhere to, execute and fulfill all policies established by the Company. 2 (c) Employee shall not, during the term Term of his employment hereunderhereunder (as defined in Section 5 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to without the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofprior consent of the Board. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) The Company hereby employs Employee as a Division President, with Chief Executive Officer of the makeup Company and Chairman of the Board of Directors of the Company and CPH (or such divisions other comparable positions as determined shall be given to Employee by the Company from time to timeCompany's or CPH's Board of Directors). As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President such positions, including those set forth in the Company's and CPH's by-laws and as otherwise may be directed from time to time by the Board of Directors of the Company and CPH (collectively referred to as the "Board"), it being understood that such duties shall be reasonably comparable to those duties previously performed by Employee for the Company. Employee will report directly to the Company's Chief Executive Officer or such other officer designated by the CompanyBoard. Employee hereby accepts this employment upon the terms and conditions contained herein contained and, subject to Section 1(b), and agrees to devote his working full business time, attention and efforts to promote and further the business of the Company. (b) Employee faithfully shall adhere to, execute and fulfill all policies established by the Company. (c) Employee shall not, during the term Term of his employment hereunderhereunder (as defined in Section 5 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofwithout the prior consent of the Board. The However, the foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.

Employment and Duties. (a) 2.1 The Company hereby employs agrees to continue to employ Employee for the Employment Period, and Employee agrees to remain in the employ of the Company for the Employment Period. The term of this Agreement shall continue as described in, and until such time as the employment of Employee is terminated pursuant to, Section 7 below. 2.2 The Company is employing Employee hereunder as for the position described in Exhibit A and is expected to perform and fulfill job functions commonly associated with such positions on behalf of the Company. In this regard, Xxxxxxxx agrees to perform such duties and responsibilities, in good faith and for the benefit of the Company, as are prescribed for him under this Agreement, the Company’s corporate bylaws, and as otherwise directed by the Board. The Employee shall report to the Board, and the compensation shall be determined by the Compensation Committee of the Board. 2.3 Employee shall reasonably allocate his business time, attention, energies and skills to the Company and the Business; provided, however, that Employee shall nonetheless be permitted to engage in other business activities as well as participate in social, civic or professional associations or engage in passive outside investment activities which may require a Division Presidentlimited portion of time and effort to manage (consistent at all times with Company’s policies and procedures), so long as such activities do not materially interfere with the performance of Employee’s duties nor compete, in any way, with the makeup of such divisions as determined products or services offered by the Company from time to time. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Division President and will report directly to the Company's Chief Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the through Company. (b) 2.4 Employee shall not, during the term will be permitted to locate and work at a location of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof’s sole discretion.

Employment and Duties. (a) The Company hereby employs Employee Executive as a Division President, with President and Chief Executive Officer of the makeup of such divisions as determined by the Company from time to timeCompany. As such, Employee Executive shall have responsibilities, duties and authority reasonably accorded to to, expected of, and expected consistent with Executive's position as, President and Chief Executive Officer of a Division President the Company and will report directly to the Company's Chief Board of Directors of the Company (the "Board"). Executive Officer or such other officer designated by the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(bparagraph 1(c), agrees to devote substantially all of his working business time, attention and efforts to promote and further the business of the Company. (b) Employee Executive shall faithfully adhere to, execute and fulfill all lawful policies established by the Company. (c) Executive shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that if such activity (i) does not interfere interferes in any material respect with EmployeeExecutive's duties and responsibilities hereunder and (ii) does not violate Section 3 hereofhereunder. The foregoing limitations shall not be construed as prohibiting Employee Executive from (A) serving on the boards of directors of other companies, provided that the Company is notified of, and consents to, such potential directorship prior to acceptance, the Company and Employee concur that acting as such a director is not likely to create an actual or apparent conflict of interest and so long as no actual or apparent conflict of interest arises that is not promptly cured or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section paragraph 3 hereof. (d) Executive shall only be required to perform his duties in ___________ unless otherwise agreed by Executive. Executive shall not be required by the Company or the performance of his duties to relocate from ______________ unless otherwise agreed by Executive.