Common use of Employment and Duties Clause in Contracts

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. Employer The Company hereby employs the Executive as Senior Managing Director of R&R and a senior executive of Holding on the terms and conditions provided in this Agreement, and the Executive agrees to accept such employment, subject to the terms and conditions of this Agreement. In addition, the Executive serves and shall employ Employee continue to serve as Employer's President a member of the Board of each of R&R and Chief Holding. The Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties and responsibilities as are customary for the Senior Managing Director of the President and Chief Executive Officer of Employer an investment bank, and shall provide to Employer perform such other services befitting Employee's position duties and responsibilities as are reasonably requested of him determined from time to time by the Board of Trustees of EmployerBoard. The Executive shall report to and be supervised by the Board. The Executive shall be based at the Company's offices in New York City, including responsibility for the following: New York or such other place, within a twenty-five (i25) implementation mile radius of the Company's investment and growth strategies including establishment offices in New York City on the date of investment policies; (ii) reviewthis Agreement, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overas may be agreed upon by the Executive with the Company, and responsibility forand, except for business travel incident to his employment under this Agreement, the Company agrees the Executive shall not be required to relocate. The Executive agrees to devote substantially all his attention and time during normal business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts hours to the business and affairs of Employer providedthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, however, that nothing herein the Executive may engage in the following activities (and shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as such activities (x) they do not interfere in any material respect with Employee's the performance of the Executive's duties and responsibilities hereunder, and (y) with respect to (A) service on the board of directors of a corporation or other business or (B) any activity described in clause (ii) below, such activity is pre-approved by the Board of Holding: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business which competes with the "Business" (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements, or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his duties hereunder. Employee agrees personal investments; provided that with respect to serve, without additional compensation, as a trustee such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesCompany.

Employment and Duties. Employer shall employ hereby offers employment to Employee, and Employee as hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's President and Chief title will be Executive Officer during the term of employment set forth in Section 2 hereofVice President. In such employment, Employee shall perform the duties of the President and Chief Executive Officer of Employer such services, and shall provide have such authority, duties and responsibilities as shall be reasonably assigned to Employer such other services befitting Employee's position as are reasonably requested of him Employee from time to time by the Board President of Trustees of EmployerClinForce, including responsibility for the following: (i) implementation of the LLC and shall be consistent with Employee's authority, duties and responsibilities with Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board Tony Sims, President of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of EmployerClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full timeattention, energy, skill time and best efforts to the business and affairs of the Employer providedin order to fully manage, however, promote and further the business and interests of Employer. Employee agrees that nothing herein Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall preclude not be construed as preventing Employee from serving as a director, trustee, officer of, making investments in other businesses or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as enterprises so long as such activities they do not interfere with Employee's performance of his ability to discharge his duties hereunderand responsibilities to Employer. In no event shall Employee agrees be required to serve, transfer to a location without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiarieshis prior written consent.

Employment and Duties. (a) Employer shall employ agrees to hire Employee, and Employee agrees to be employed by Employer, as Employer's Executive Vice President and Chief Executive Officer during Director of Employer on the term of employment set forth terms and conditions provided in Section 2 hereofthis Agreement. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are responsibilities reasonably requested of him determined from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation CEO or COO of the Company's investment Employer consistent with the types of duties and growth strategies including establishment responsibilities typically performed by a person serving as Executive Vice President and Executive Director of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject businesses similar to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee that of Employer. Employee shall agrees to devote his best efforts and full time, energy, attention and skill in performing the duties of Executive Vice President and best efforts to Executive Director in charge of developing and leading Employer’s Fund Management and Advisory business. Employee will also serve on Employer’s Senior Management Committee. Provided that such activity shall not violate any provision of this Agreement (including the business and affairs noncompetition provisions of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, Section 8 below) or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not materially interfere with Employee's his performance of his duties hereunder, nothing herein shall prohibit Employee (i) from participating in any other business activities approved in advance by the CEO or COO in accordance with any terms and conditions of such approval, such approval not to be unreasonably withheld or delayed, (ii) from engaging in charitable, civic, fraternal or trade group activities, or (iii) from investing in other entities or business ventures. For purposes of clause (i) of the preceding sentence, Employee is expressly authorized to continue to develop the investment presently under development by Employee for the purpose of investing in the purchase of multi-family properties (including garden apartments, urban high rise units and interests in multi-family operating companies). Employee agrees shall give Employer the opportunity to serve, without additional compensation, as a trustee of the invest or participate in such fund and Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesshall give due consideration to doing so.

Employment and Duties. Employer shall employ Employee The Company hereby employs Executive to serve as Employer's President and Chief Executive Officer and Chairman of the Board of the Company during the Term (as such term of is defined in Section 3). Executive accepts such employment on the terms and conditions set forth in Section 2 hereofthis Agreement. Employee Executive shall perform the duties of Chairman of the President Board and Chief Executive Officer of Employer the Company and shall provide to Employer perform such other services befitting Employee's position duties consistent with such positions as are reasonably requested of him may be assigned to Executive from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation Directors of the Company's investment and growth strategies including establishment of investment policies; Company (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiesthe "Board"). Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee Executive shall devote his full time, energy, skill and best efforts and skills to the business and affairs interests of Employer the Company on a full-time basis, provided, however, that nothing herein from the date hereof through November 22, 1999 or such earlier date as Executive may determine (the "Transition Period"), Executive shall preclude Employee from serving as be employed on a directorhalf-time basis to enable Executive to complete certain other business activities in which he is currently involved (the "Transition Activities"). Except for the Transition Activities during the Transition Period, trustee, officer of, or partner in, Executive shall not engage in any other firmbusiness activity during the Term; provided, trusthowever, corporation or partnership or from pursuing personal investmentsthat, as long as to the extent such activities do not interfere with Employee's adversely affect the performance of his duties responsibilities to the Company hereunder. Employee agrees to serve, without additional compensationExecutive may (i) manage his personal investments and participate in charitable and civic affairs, as a trustee (ii) serve on the boards of directors of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any three for- profit corporation boards on which he serves as of the Employerdate hereof, and (iii) serve on such additional for-profit corporate boards as the Board may expressly approve. Executive shall use his best efforts to establish a residence in the greater Los Angeles metropolitan area no later than December 31, 1999, but shall establish such a residence in any event no later than January 31, 2000. Executive shall at all times observe and abide by the Company's subsidiariespolicies and procedures as in effect from time to time.

Employment and Duties. Employer shall employ The Employee is hereby employed as Employer's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties and President of the President and Chief Executive Officer of Employer Bank and shall provide have all such authority, powers, duties, and responsibilities as may be given to Employer such other services befitting Employee's position as are reasonably requested of him the Employee from time to time by the Bank’s Board of Trustees of Employer, including responsibility for the following: (i) implementation Directors. The Employee shall devote substantially all of the Company's investment Employee’s working time and growth strategies including establishment efforts to the affairs of investment policies; (ii) reviewthe Bank and will at all times faithfully, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overindustriously, loyally, and responsibility forto the best of the Employee’s ability, experience, and talents, perform all of the business lawful duties that may be required of and affairs from him pursuant to the terms of Employer as provided this Agreement. The Employee agrees to be physically present in Sioux Falls, South Dakota to perform his job duties during the Bylaws of EmployerMonday to Friday workweek, subject to required business travel and the direction Bank’s PTO policy. Travel and lodging expenses incurred by the Employee commuting weekly from his residence in Minnesota shall be reimbursed in an amount not to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as income. Exhibit A to this Agreement provides a list of Employer's those material outside positions, investments, and activities presently engaged in by the Employee. The Employee’s ongoing participation in these outside interests is permitted so long as such interests individually or in the aggregate do not conflict or interfere with the performance of the Employee’s duties, violate any applicable laws or regulations, or involve activities contrary to the best interests of the Bank. The Employee’s participation in any other material outside interests, including without limitation service on any outside Board of Trustees. Employee shall report only Directors, is subject to prior approval by the Chair of the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee Directors of the Employer and a trustee or director of any of its subsidiaries and Bank in one or more executive offices of any of consultation with the Employer's subsidiariesBoard.

Employment and Duties. Employer The Company agrees to continue to employ, and the Executive agrees to serve as the Company’s Chief Financial Officer. The duties and responsibilities of the Executive shall employ Employee include the duties and responsibilities as Employer's President and the Company’s Chief Executive Officer during the term or Company’s Board of employment set forth in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him Directors (“Board”) may from time to time by assign to the Executive reasonably commensurate with those duties and responsibilities normally associated with and appropriate for someone in the position of Chief Financial Officer. As used herein, “Board” and “Compensation Committee” shall mean, respectively, the Board of Trustees of Employer, including responsibility for the following: (i) implementation Directors and Compensation Committee of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiesBoard. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee The Executive shall devote his full time, energy, skill all of Executive’s business time and best efforts to the performance of Executive’s duties under this Agreement and shall be subject to, and shall comply with the written Company policies, practices and procedures and all codes of ethics or business and affairs of Employer providedconduct applicable to Executive’s position, howeveras in effect from time to time to the extent provided or made available to Executive. Notwithstanding the foregoing, that nothing herein the Executive shall preclude Employee from serving be eligible to (i) serve as a directormember of the board of directors of not more than two companies, trusteesubject to the advance written approval of the Board, officer ofwhich approval shall not be unreasonably withheld, conditioned or partner indelayed; (ii) serve on civic, any other firmcharitable, trusteducational, corporation religious, public interest or partnership or from pursuing public service boards, subject to the advance written approval of the Board, which approval shall not be unreasonably withheld, and (iii) manage the Executive’s personal and family investments, as long as in each case, to the extent such activities do not interfere materially interfere, as determined by the Board in good faith, with Employee's the performance of his the Executive’s duties and responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. The Employer shall employ Employee hereby employs the Executive, and the Executive hereby accepts continued employment with the Employer upon the terms and conditions hereinafter set forth. The Executive will continue to serve the Employer as Employer's its President and Chief CEO. In such capacity, the Executive Officer during will report directly to the term Board of employment set forth in Section 2 hereof. Employee shall perform the duties Directors of the President Employer (the “Board”) and Chief have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment"], the Executive Officer will further perform such other duties and hold such other positions related to the business of the Employer and shall provide its Affiliates as may from time to Employer such other services befitting Employee's position as are time be reasonably requested of him from time to time by the Board Board; provided that the Executive shall not be required to perform such services that involve a material decrease in the level of Trustees responsibility currently maintained by the Executive. For purposes of this Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Except as otherwise set forth in this Agreement, including responsibility for the following: (i) implementation Executive will devote all of the Company's investment his skills and growth strategies including establishment substantially all of investment policies; (ii) review, analysis his time and execution attention to said positions and in furtherance of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs interests of the Employer as provided in and its Affiliates and will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the Bylaws prior written consent of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall (which consent will not be superior to those of any officer unreasonably withheld or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer delayed); provided, however, that nothing herein shall preclude Employee the Executive will not be precluded from serving as a directorparticipation in community, trusteecivic, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such similar activities which do not unreasonably interfere with Employee's performance of his duties responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Operating Officer during until December 31, 1998 and from and after January 1, 1999 and thence throughout the term of employment set forth in Section 2 hereof. Employee shall perform the duties of the hereof as President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiesOfficer. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws management of Employer, subject only to the direction of the Employer's Board of TrusteesDirectors. Employee shall report only also have such other responsibilities and duties, consistent with his positions and expertise, as may from time to time be prescribed by the Employer's Board of Trustees of Employer Directors and his powers and authority shall be superior agreed to those of any officer or employee of Employerby Employee. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer providedEmployer, however, that but nothing herein in this Agreement shall preclude the Employee from devoting reasonable periods required for (i) serving as a directordirector or member of a committee of any organization involving no conflict of interest with the interest of the Employer; (ii) delivering lectures, trusteefulfilling speaking engagements, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing teaching at educational institutions; (iii) engaging in charitable and community activities; and (iv) managing his personal investments, as long as ; and provided that such activities do not materially interfere with Employee's the regular performance of his duties hereunderand responsibilities under this Agreement. Employee agrees to serve, serve without additional compensation, if elected or appointed thereto, as a trustee director of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries, provided that the Employee is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided in the Bylaws of the Employer.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereofbelow, the Executive shall be employed as the Executive Vice President and Chief Financial Officer of the Company with the duties and responsibilities attendant to such positions. Employee In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer shall employ The Employee is hereby employed as Employer's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties and President of the President and Chief Executive Officer of Employer Bank and shall provide have all such authority, powers, duties, and responsibilities as may be given to Employer such other services befitting Employee's position as are reasonably requested of him the Employee from time to time by the Bank's Board of Trustees of Employer, including responsibility for the following: (i) implementation Directors. The Employee shall devote substantially all of the CompanyEmployee's investment working time and growth strategies including establishment efforts to the affairs of investment policies; (ii) reviewthe Bank and will at all times faithfully, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overindustriously, loyally, and responsibility forto the best of the Employee's ability, experience, and talents, perform all of the lawful duties that may be required of and from him pursuant to the terms of this Agreement. Except as otherwise approved by the Chair of the Bank’s Board of Directors, the business and affairs of Employer as provided Employee agrees to be physically present in Sioux Falls, South Dakota to perform his job duties during the Bylaws of EmployerMonday to Friday workweek, subject to required business travel and the direction Bank’s PTO policy. Travel and lodging expenses incurred by the Employee commuting weekly from his residence in Minnesota shall be reimbursed in an amount not to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as income. Exhibit A to this Agreement provides a list of Employerthose material outside positions, investments, and activities presently engaged in by the Employee. The Employee's ongoing participation in these outside interests is permitted so long as such interests individually or in the aggregate do not conflict or interfere with the performance of the Employee's duties, violate any applicable laws or regulations, or involve activities contrary to the best interests of the Bank. The Employee's participation in any other material outside interests, including without limitation service on any outside Board of Trustees. Employee shall report only Directors, is subject to prior approval by the Chair of the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee Directors of the Employer and a trustee or director of any of its subsidiaries and Bank in one or more executive offices of any of consultation with the Employer's subsidiariesBoard.

Employment and Duties. Employer The Company shall employ Employee Executive, and Executive hereby accepts such employment, as Employer's Vice President and Chief Executive Financial Officer of the Company during the term of employment set forth in Section 2 hereof2. Employee Executive shall perform have customary responsibilities for such position commensurate with the duties position of the Vice President and Chief Executive Financial Officer of Employer and shall provide an entity comparable to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of EmployerCompany, including responsibility for the following: (i) implementation of the Company's investment powers and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided duties set forth set forth in the Bylaws of Employerthe Company for such office, subject to the direction of Employer's Board the President of Trusteesthe Company and the Board. Employee Executive shall report only to the President of Concorde or such other officer as designated by the Chief Executive Officer and Chairman of the Board and shall assume such other responsibilities and duties, consistent with his position and expertise, as may from time to time be reasonably prescribed by the Board of Trustees Directors of Employer and his powers and authority shall be superior to those of any officer or employee of Employerthe Company (collectively, the “Board”). Employee Executive shall devote his full business time, energy, skill and best efforts to the business and affairs of Employer providedthe Company. Executive acknowledges and agrees that he shall observe and comply with all of the Company’s policies as prescribed by the Board in writing. Nothing in this Section 1, however, that nothing herein shall preclude Employee prohibit Executive from (i) serving as a directordirector or trustee of a governmental, trustee, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not interfere with Employee's performance violate the terms of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee Section 5 hereof; and provided further that Executive has received written approval of the Employer Board which shall not be unreasonably withheld or delayed; or (ii) engaging in additional activities in connection with personal investments and a trustee or director community affairs that are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesSection 5 hereof.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereof. Employee below, the Executive shall perform the duties of be employed as the President and Chief Executive Operating Officer of Employer the Company with the duties and responsibilities attendant to such position. In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall provide assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to Employer such the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other services befitting Employee's position as are reasonably requested of him business investments and participate in charitable organizations which may, from time to time by time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Board of Trustees of Employer, including responsibility for Executive's duties under this Agreement. The Executive shall perform the following: (i) implementation of Executive's duties at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer shall employ Employee The Company hereby employs the Executive as Employer's President Chief Technology Officer and Chief Director of Delivery on the terms and conditions provided in this Agreement and Executive Officer during agrees to accept such employment subject to the term terms and conditions of employment set forth in Section 2 hereofthis Agreement. Employee The Executive shall perform the duties and responsibilities as are customary for the officer of a corporation in such positions, and shall perform such other duties and responsibilities as are reasonably determined from time to time by the Company's Board of Directors (the "Board"). The Executive shall report to and be supervised by the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment . The Executive agrees to devote substantially all his attention and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the time during normal business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts hours to the business and affairs of Employer providedthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, however, that nothing herein the Executive may engage in the following activities (and shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as such activities they do not interfere in any material respect with Employee's the performance of the Executive's duties and responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Company's President and Chief Executive Officer: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his duties hereunder. Employee agrees personal investments; provided that with respect to serve, without additional compensation, as a trustee such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesCompany.

Employment and Duties. The Employer hereby employs Employee and Employee hereby accepts continued employment upon the terms and conditions hereinafter set forth. Employee agrees to devote his best efforts and full business time to rendering services as Executive Vice-President/Chief Operating Officer of the Employer or in such other positions as he may hold with the Employer. Employee shall employ perform those duties assigned by the Employer that are customarily associated with the foregoing positions. Employer may change the duties and responsibilities of the position from time to time provided that such changed duties and responsibilities, when taken together with the other duties and responsibilities then required of the Employee, do not constitute a DE FACTO demotion. Employee as Employer's President and Chief Executive Officer agrees that he will not engage in any other gainful occupation during the term of employment set forth this Agreement without the prior written consent of the Employer. Nothing contained herein shall be construed, however, to prevent Employee from trading, for his own account and benefit, in Section 2 hereofstocks, bonds, securities, real estate, commodities or other forms of investments. Employee shall perform assigned work in a competent, professional and timely manner. Employee, in the duties discharge of his responsibilities, will at all times act in good faith and use his best efforts to comply with applicable provisions of federal and Maryland law and regulations. In addition, Employee agrees to comply with the President Employer's policies, rules and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position regulations, as are reasonably requested of him determined from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesDirectors.

Employment and Duties. Employer During the Employment Period (as defined below), Executive shall employ Employee be employed by the Company as Employer's President its [position title]. Executive shall have the normal duties, responsibilities and authority of such position, subject to the power and direction of the Company’s [For Non-CEO Version Only: Chief Executive Officer during and its] Board of Directors, to expand or limit such duties, responsibilities and authority. During Executive’s employment, Executive shall devote all of his or her business time and efforts to the term performance of employment set forth in Section 2 hereof. Employee shall perform the Executive’s duties on behalf of the President Company, and its respective direct or indirect subsidiaries, whether currently existing or hereafter acquired or formed (collectively, the “Company Group”), and will not engage in or be concerned with any other commercial duties or pursuits without prior written permission of the Company, which may be provided by [For Non-CEO Version Only: the Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by or] the Board of Trustees of EmployerDirectors. Notwithstanding the foregoing, including responsibility for the following: nothing herein shall preclude Executive from (i) implementation serving as an officer or a member of the Company's investment and growth strategies including establishment of investment policiescharitable, educational or civic organizations; (ii) review, analysis engaging in charitable activities and execution of investment decisionscommunity affairs; (iii) maximization of return on portfoliomanaging Executive’s personal investments and affairs; and, (iv) procurement engaging in limited commercial activities on Executive’s own time or while not expected to be providing services on behalf of capitalthe Company; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such service and activities do not not, in the Company’s reasonable opinion, interfere with Employee's the performance of his Executive’s duties hereunder. Employee agrees to serve, without additional compensation, as a trustee on behalf of the Employer Company, create any conflict of interest as it relates to the Company, and are not represented in a trustee manner that suggests the Company supports or director of any of its subsidiaries and in one endorses the services or more executive offices of any activities without the advance approval of the Employer's subsidiariesCompany. Executive shall be responsible for complying with all policies and operating procedures of the Company (that are provided or made available to Executive) in the performance of Executive’s duties on behalf of the Company.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer during Chairman throughout the term of employment set forth in Section 2 hereof. Employee shall perform carry out the duties policies, programs, orders and resolutions adopted by the Board of Directors, subject only to the direction of the President and Chief Executive Officer Employer's Board of Employer and Directors. Employee shall provide to Employer also have such other services befitting Employee's responsibilities and duties, consistent with his position and expertise, as are reasonably requested of him may from time to time be prescribed by the Board of Trustees Directors of EmployerEmployer and agreed to by Employee. it is understood that Employee's work commitment to Employer will involve a portion, including responsibility for the following: (i) implementation but not all, of the Company's investment and growth strategies including establishment of investment policies; (ii) reviewhis business time, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, but that while engaged in the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the such business and affairs of Employer provided, however, that nothing herein affairs. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for (i) personal business matters unrelated to Employer, (ii) serving as a directordirector or member of a committee of any organization involving no conflict of interest with the interest of the Employer; (iii) delivering lectures, trusteefulfilling speaking engagements, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing teaching at educational institutions; (iv) engaging in charitable and community activities; and (v) managing his personal investments, as long as ; and provided that such activities do not materially interfere with Employee's the regular performance of his duties hereunderand responsibilities under this Agreement. Employee agrees to serve, serve without additional compensation, if elected or appointed thereto, as a trustee director of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries, provided that the Employee is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided in the Bylaws of the Employer.

Employment and Duties. Employer shall employ Employee as Employer's President (a) Upon the terms and Chief Executive Officer during the term of employment conditions set forth in Section 2 hereofherein, the Corporation hereby agrees to employ the Employee, and the Employee agrees to accept such employment and to perform his duties and responsibilities hereunder. Employee shall perform the duties of serve as the President and Chief Executive Officer of Employer the Corporation and shall provide to Employer in such other services befitting Employee's position positions as are reasonably requested of him from time to time may be assigned by the Board of Trustees of Employer, including responsibility for the following: (i) implementation Directors of the Company's investment Corporation (the "Board") or the Executive Committee of the Board (the "Executive Committee"). In the performance of services hereunder, Employee shall devote his best efforts and growth strategies including establishment essentially all of investment policies; (ii) reviewhis time during normal business hours to the business of the Corporation, analysis subject to vacations and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiessick leave. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employershall, subject to the direction of Employerthe Board or the Executive Committee, have, such authority and perform such duties and functions incidental to the position that he holds with the Corporation or such other duties and functions as may from time to time be assigned to him by the Board. Employee's responsibilities will include, without limitation, the duties and responsibilities customarily associated with a Chief Executive Officer and Executive Committee. Employee acknowledges that he has reviewed the actions and measures recommended by the Board of Trusteesset forth in a letter and attachment sent to him on December 1, 2004 by Michael H. Leeds, and he understands that it is the Board's expectatxxx xxxx xx xxxx utilize the Board's recommendations as guidelines in carrying out his duties and responsibilities as President and Chief Executive Officer. Employee shall report only to cooperate fully with the Board Board, the Executive Committee and the other executive officers of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employerthe Corporation. Employee shall devote also be available to assist subsidiaries and affiliates of the Corporation. Employee shall not engage in any other business activity during the term of this Agreement which may interfere with his full time, energy, skill ability to discharge his duties and best efforts responsibilities to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesCorporation.

Employment and Duties. Employer Company shall employ Employee as EmployerCompany's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties of the President have full and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including exclusive responsibility for the following: (i) implementation management of the day-to-day operations of Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of EmployerCompany's Board of TrusteesDirectors (the "Board"). Employee shall report only also have such other responsibilities and duties, consistent with his position and expertise, as may from time to time be prescribed by the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of EmployerBoard. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer Company, and shall not, during the term of this Agreement, be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that nothing contained herein shall preclude be construed as preventing Employee from (i) engaging in charitable activities, or (ii) serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as member of the board of directors of an entity so long as such entity does not, directly or indirectly, in any manner compete with Company, or (iii) investing his assets in such form or manner as (A) will not require any services on Employee's part in the operations of the affairs of the company in which such investments are made (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 activities do not permitted in the foregoing subsections (i), (ii) and (iii) shall not, either alone or together with other activities permitted under the same subsection or together with other activities permitted under any or all of the other of such subsections, interfere in any material way with Employee's performance responsibilities under this Agreement. In addition, Company agrees to use its reasonable best efforts to cause Employee to be nominated and elected as a member of the Board of the Company during the Term. Employee shall be employed by Company, and shall spend the majority of his duties hereunder. Employee agrees business time, at the Company's location at Indianapolis, Indiana; provided, however, that the Board, in its discretion shall have the right to serverelocate the Company's headquarters, without additional compensationpresently located in Indianapolis, Indiana (and consequently change Employee's business location) if doing so would be in the Company's best interests as a trustee of determined by the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesBoard.

Employment and Duties. Employer Commencing on the date of the filing of the Company's Form 10-K for the period ended December 31, 2019 and continuing thereafter during the Employment Period (as defined below), Employee will serve as the Chief Financial Officer of the Company and will report to the Chief Executive Officer. Employee will have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities commensurate with such position as are from time to time assigned to Employee by the Chief Executive Officer. During the Employment Period, Employee shall employ diligently and conscientiously devote his full business time, attention and energies to the performance of his duties and responsibilities hereunder. Employee as Employer's President and shall not engage in any other employment or business activity without the express prior written consent of the Chief Executive Officer and the Board. Employee shall not, directly or indirectly, engage or participate in any activities at any time during the term of employment set forth in Section 2 hereofthis Agreement which conflict with the best interests of the Company. Employee shall perform work at such times and at such places as required by the Company. Employee shall, at all times during the Employment Period, discharge his or her duties herein described in consultation with and under the direction, approval and control of the President and Chief Executive Officer. Notwithstanding any other provision of this Agreement, the Chief Executive Officer of Employer reserves the absolute right, in its sole and shall provide absolute discretion, to Employer such other services befitting Employee's position as are reasonably requested of him from time make any and all decisions with respect to time actions to be taken by Employee in connection with the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance rendering of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesaccordance with professional standards.

Employment and Duties. Employer shall employ (a) The Company hereby employs Employee in the position of General Manager, Baudette Facilities (and such other positions consistent with his status as Employer's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties General Manager Baudette Facilities) of the President and Company as shall be reasonably assigned to Employee by the Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Company (the “Chief Executive Officer”) or the Board of Trustees of Employer, including responsibility for Directors (the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies“Board”). Employee shall have supervision all of the normal and control overcustomary responsibilities, duties and authorities customarily accorded to, and responsibility forexpected of, the business and affairs of Employer such positions, including those as provided may be set forth in the Company’s Certificate of Incorporation and Bylaws and those that may be established by the Chief Executive Officer or the Board, provided that the nature of Employersuch responsibilities, subject to the direction of Employer's Board of Trustees. Employee duties and authorities shall report only to the Board of Trustees of Employer and his powers and authority shall not be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere inconsistent with Employee's performance of his ’s positions and duties hereunder. Employee hereby accepts this employment upon the terms and conditions contained herein and agrees to servedevote his full business time, without additional compensation, as a trustee attention and efforts to promote and further the business of the Employer Company. Employee shall not, during any Term of his employment hereunder (as defined in Section 4 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing limitations, and a trustee or director provided that such activities neither interfere with the discharge of any his duties and responsibilities of its subsidiaries Employee hereunder nor violate the terms of Section 3 hereof, except that Employee shall be able to devote occasional business time to (i) charitable, industry trade group and community activities and (ii) making personal passive investments in one or more executive offices of any of the Employer's subsidiariespublicly traded and private securities.

Employment and Duties. Employer shall employ Employee The Company hereby employs Executive to serve as Employer's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer the Company, reporting directly to the Board, and shall provide to Employer perform such duties and responsibilities as are customarily performed by persons acting in such capacity, or to serve in such other services befitting Employee's position positions and to have such other duties and responsibilities as are reasonably requested of him may be assigned to Executive from time to time by the Board. Executive agrees to continue his service as a member of the Board, and agrees to waive all fees and other compensation that otherwise would be payable to him as a member of the Board for such service during the term of Trustees this Agreement. Executive shall not, however, have any right or entitlement to serve on the Board. Executive shall devote substantially his full-time and effort to his duties hereunder during the term of Employerthis Agreement. Notwithstanding the foregoing, including responsibility for the followingExecutive shall be permitted to: (i) implementation of the Company's investment engage in charitable and growth strategies including establishment of investment policies; community affairs, (ii) reviewmanage his personal investments, analysis and execution of investment decisions; (iii) maximization serve on boards of return on portfolio; directors (ivor similar bodies) procurement of capital; up to three (v3) oversight of investor relations; charitable institutions and up to one (vi1) assurance of proper financial reporting and securities law compliance; and for-profit entity (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overin addition to Crawford), and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as so long as such activities do not violate this Agreement nor interfere with Employee's the performance of his Executive’s duties hereunder. Employee agrees Notwithstanding the limitations described in (iii) above, Executive may serve on additional boards (or similar bodies) with the prior approval of the Executive Committee of the Board (excluding Executive, while he is a member of the Executive Committee). Upon termination of Executive’s employment for any reason, Executive will execute letter(s) of resignation or similar documents with respect to serveany office(s), without additional compensationposition(s) or title(s) that he then holds with the Company or its subsidiaries, parent(s) or other affiliated entities, including his position as a trustee member of the Employer Board and a trustee or director of any of its subsidiaries and in one or more executive offices of any of committee thereof, promptly upon request by the Employer's subsidiariesCompany.

Employment and Duties. Employer The Company shall employ Employee Executive, and Executive hereby accepts such employment, as Employer's President and Chief Executive Officer of Concorde during the term of employment set forth in Section 2 hereof2. Employee Executive shall perform have customary responsibilities for such position commensurate with the duties position of President of an entity comparable to the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of EmployerCompany, including responsibility for the following: (i) implementation of the Company's investment powers and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided duties set forth in the Bylaws of Employerthe Company for such office, subject to the direction of Employer's Board the Chairman and Chief Executive Officer of Trusteesthe Company and the Board. Employee Executive shall report only to the Chairman and Chief Executive Officer of the Company or such other officer as designated by the Chairman and Chief Executive Officer of the Company and shall assume such other responsibilities and duties, consistent with his position and expertise, as may from time to time be reasonably prescribed by the Board of Trustees Directors of Employer and his powers and authority shall be superior to those of any officer or employee of Employerthe Company (collectively, the “Board”). Employee Executive shall devote his full business time, energy, skill and best efforts to the business and affairs of Employer providedthe Company; provided that Executive may devote up to three (3) hours per week to his duties as Chairman of the First State Bank of Kansas City, Kansas. Executive acknowledges and agrees that he shall observe and comply with all of the Company’s policies as prescribed by the Board in writing or otherwise. Nothing in this Section 1, however, that nothing herein shall preclude Employee prohibit Executive from (i) serving as a directordirector or trustee of a governmental, trustee, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not interfere with Employee's performance violate the terms of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee Section 5 hereof; and provided further that Executive has received written approval of the Employer Board which shall not be unreasonably withheld or delayed; or (ii) engaging in additional activities in connection with personal investments and a trustee or director community affairs that are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesSection 5 hereof.

Employment and Duties. Employer shall employ Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Company employs Employee to serve as Employer's President and Chief Executive Officer during the term of employment set forth Officer, with duties, responsibilities and authorities commensurate with such positions as determined reasonably and in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time good faith by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment Board of Directors (the “Board”), and growth strategies including establishment of investment policies; (ii) reviewin such other capacities as may be mutually agreed by the parties. On October 18, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. 2022, Employee shall have supervision be appointed as a member of the Board and control over, shall be nominated for re-election at the 2023 annual shareholders’ meeting and responsibility for, the business and affairs of Employer thereafter while serving as provided in the Bylaws of Employer, subject to the direction of Employer's Board of TrusteesChief Executive Officer. Employee shall report only solely and directly to the Board of Trustees of Employer (and his powers not to any particular director). Employee accepts such employment and authority shall be superior agrees to those of any officer or employee of Employerundertake and discharge the duties, functions and responsibilities commensurate with the aforesaid position. Employee shall devote his full substantially all business time, energy, skill attention and best efforts effort to the business performance of duties hereunder and affairs shall not engage in any business, profession or occupation, for compensation or otherwise without the express written consent of Employer providedthe Company, howeverother than personal, personal investment, charitable, educational or civic activities or other matters that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere conflict unreasonably with Employee's performance of his duties hereunderduties. Employee agrees may serve on the boards of other companies that do not create conflicts of interest with the Company, conflict with the Company’s Corporate Governance Guidelines or impact the ability of Employee to serve, without additional compensation, as a trustee fulfill her duties hereunder subject to the approval of the Employer and a trustee or director of any of its subsidiaries and Board. Employee shall be principally based at the Company's headquarters in one or more executive offices of any of Jacksonville, Florida throughout the Employer's subsidiariesEmployment Term.

Employment and Duties. Employer shall The Company agrees to employ Employee and Executive agrees to serve as Employer's President and the Chief Executive Officer during ("CEO") and, until such time as the term Company hires a full-time employee to serve as its Chief Technology Officer ("CTO"), the CTO. The duties and responsibilities of employment set forth in Section 2 hereof. Employee Executive shall perform include the duties of the President and Chief Executive Officer of Employer responsibilities normally associated with such positions and shall provide to Employer such other services befitting Employee's position duties and responsibilities consistent with such positions as are reasonably requested of him the Board may from time to time by reasonably assign to Executive. At all times during the Board of Trustees of EmployerEmployment Period, including responsibility for the following: (i) implementation of Executive shall report directly to the Company's investment and growth strategies including establishment Board of investment policies; Directors (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiesthe "Board"). Employee shall have supervision and control over, and responsibility forIn addition, the business and affairs Company agrees that Executive shall serve as a member of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employerat all times during the Employment Period. Employee Executive shall devote substantially all of his full time, energy, skill working time and best efforts during the Company's normal business hours to the business and affairs of Employer the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other company as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing Executive's personal investments and affairs; provided, however, that nothing herein the activities set out in clauses (i), (ii), (iii) and (iv) shall preclude Employee from serving be limited by Executive so as a directornot to materially interfere, trusteeindividually or in the aggregate, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's the performance of his Executive's duties and responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. The Employer shall employ Employee hereby employs the Executive and the Executive hereby accepts employment with the Employer upon the terms and conditions hereinafter set forth. The Executive will serve the Employer as Employer's President its Chairman and Chief Executive Officer during Officer. In such capacity, the Executive will report directly to the Board of Directors of Park (hereinafter referred to as the ”Board”) and have all powers, duties, and obligations as are normally associated with such positions. During the term of employment set forth in Section 2 hereof. Employee shall perform the duties this Agreement, at each annual meeting of the President shareholders of Park and Chief the Banks, the Executive Officer shall be nominated to serve as a director of Employer Park and shall provide nominated and elected to Employer serve as a director and Chairman of the Banks. The Executive will further perform such other services befitting Employee's position duties and hold such other positions related to the business of the Employer as are may from time to time be reasonably requested of him from time to time by the Board Board. The Executive will devote all of Trustees of Employerhis skills, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overtime, and responsibility for, attention solely and exclusively to said positions and in furtherance of the business and affairs interests of the Employer as provided in and will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the Bylaws prior written consent of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall (which consent will not be superior to those of any officer unreasonably withheld or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer delayed); provided, however, that nothing herein shall preclude Employee the Executive will not be precluded from serving as spending a directorreasonable amount of time managing his personal investments or participating in community, trusteecivic, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as similar activities so long as such activities do not unreasonably interfere with Employee's performance of his duties responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. The Employer shall employ Employee hereby employs the Executive and the Executive hereby accepts employment with the Employer upon the terms and conditions hereinafter set forth. The Executive will serve the Employer as Employer's President its Chairman and Chief Executive Officer during Officer. In such capacity, the Executive will report directly to the Board of Directors of Park (hereinafter referred to as the “Board”) and have all powers, duties, and obligations as are normally associated with such positions. During the term of employment set forth in Section 2 hereof. Employee shall perform the duties this Agreement, at each annual meeting of the President shareholders of Park and Chief the Banks, the Executive Officer shall be nominated to serve as a director of Employer Park and shall provide nominated and elected to Employer serve as a director and Chairman of the Banks. The Executive will further perform such other services befitting Employee's position duties and hold such other positions related to the business of the Employer as are may from time to time be reasonably requested of him from time to time by the Board Board. The Executive will devote all of Trustees of Employerhis skills, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overtime, and responsibility for, attention solely and exclusively to said positions and in furtherance of the business and affairs interests of the Employer as provided in and will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the Bylaws prior written consent of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall (which consent will not be superior to those of any officer unreasonably withheld or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer delayed); provided, however, that nothing herein shall preclude Employee the Executive will not be precluded from serving as spending a directorreasonable amount of time managing his personal investments or participating in community, trusteecivic, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as similar activities so long as such activities do not unreasonably interfere with Employee's performance of his duties responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. Employer shall employ Employee The Company hereby employs the Executive as Employer's President and Chief Executive Officer during on the term terms and conditions provided in this Agreement and Executive agrees to accept such employment subject to the terms and conditions of employment set forth in Section 2 hereofthis Agreement. Employee The Executive shall be responsible for the overall management and operations of the Company, shall perform the duties and responsibilities as are customary for the officer of the President and Chief Executive Officer of Employer a corporation in such positions, and shall provide to Employer perform such other services befitting Employee's position duties and responsibilities as are reasonably requested of him determined from time to time by the Company's Board of Trustees of Employer, including responsibility for Directors (the following: (i) implementation of "Board"). The Executive shall report to and be supervised by the Board. The Executive shall be based at the Company's investment and growth strategies including establishment of investment policies; (ii) reviewoffices in Rochester, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee New York or such other place which shall have supervision and control overbe within a twenty mile radius thereof that shall constitute the Company's headquarters and, and responsibility forexcept for business travel incident to his employment under this Agreement, the Company agrees the Executive shall not be required to relocate. The Executive agrees to devote substantially all his attention and time during normal business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts hours to the business and affairs of Employer providedthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, however, that nothing herein the Executive may engage in the following activities (and shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as such activities they do not interfere in any material respect with Employee's the performance of the Executive's duties and responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Company's Chairman of the Board: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his duties hereunderpersonal investments; provided that with respect to such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the Company. Employee agrees to serve, without additional compensation, The Executive shall serve as a trustee member of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of Board during the Employer's subsidiariesEmployment Term (as defined below).

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereofbelow, the Executive shall be employed by the Company and will provide services to LTCA as the Senior Vice President and Chief Operating Officer with the duties and responsibilities attendant to such position. Employee In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policies; (ii) reviewthe Company, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer The Company shall employ Employee Executive, and Executive hereby accepts such employment, as Employer's President the Chief Financial Officer and Chief Executive Operating Officer (the “CFO/COO”) of the Company, during the term of employment set forth in Section 2 hereof2. Employee Executive shall perform the duties and responsibilities of the President CFO/COO for the Company (“Duties and Responsibilities”) subject to thedirection of the Board of Directors (“Board”), the Chief Executive Officer (“CEO”) or other designated manager or representative of Employer Company (collectively referred to as ‘‘Manager”), and shall provide to Employer such other services befitting Employee's responsibilities and duties, consistent with histher position and expertise, as are reasonably requested of him may from time to time be reasonably prescribed by the Board Manager, or histher designee. The initial Duties and Responsibilities of Trustees Executive are set forth in Schedule 1 of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiesthis Agreement. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee Executive shall devote his or her full time, energy, skill and best efforts to the business and affairs affait:s of Employer providedthe Company. Executive acknowledges and agrees that he or she shall observe and comply with all of the Company’s Policies and Procedures, howeverwhich may change from time to time, that nothing including, but limited to, the Company’s the Ixxxxxx Xxxxxxx Policy, Executive Handbook, and other onboarding documents. Notwithstanding anything herein to the contrary, Executive shall preclude Employee not be prohibited from (i) serving as a directormember of the board of directors of unaffiliated companies, trustee(ii) serving on civic, officer ofcharitable, educational, religious, public interest or public service boards, (iii) managing Executive’s personal and family investments, (iv) subject to the limitations set forth in Section 7.2, engaging in or having an ownership interest in other businesses, or partner in(v) subject to the limitations set forth in Section 7.2, engaging in Executive’s other business activities as of the date hereof until such time as Executive can complete an orderly winding down of such activities (collectively, the “Outside Activities” set forth in Schedule 3 of this Agreement). The Company shall permit Executive to continue to engage in the Outside Activities provided that Executive discloses to the Board, in writing, any other firm, trust, corporation actual or partnership or from pursuing personal investments, as long as potential conflict of interest arising out of any such activities do not interfere Outside Activity and no such Outside Activity materially interferes with Employee's performance of Executive’s ability to perform his duties responsibilities hereunder. Employee agrees to serve, Executive shall not engage in any other activities without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesCompany’s written permission.

Employment and Duties. Employer shall employ Employee The Company hereby employs the Executive as Employer's President Chief Operations Officer and Chief Director of Business Development on the terms and conditions provided in this Agreement and Executive Officer during agrees to accept such employment subject to the term terms and conditions of employment set forth in Section 2 hereofthis Agreement. Employee The Executive shall perform the duties and responsibilities as are customary for the officer of a corporation in such positions, and shall perform such other duties and responsibilities as are reasonably determined from time to time by the Company's Board of Directors (the "Board"). The Executive shall report to and be supervised by the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment . The Executive agrees to devote substantially all his attention and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the time during normal business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts hours to the business and affairs of Employer providedthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, however, that nothing herein the Executive may engage in the following activities (and shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as such activities they do not interfere in any material respect with Employee's the performance of the Executive's duties and responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Company's President and Chief Executive Officer: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his duties hereunder. Employee agrees personal investments; provided that with respect to serve, without additional compensation, as a trustee such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesCompany.

Employment and Duties. Employer (a) The Company hereby employs Executive as Chief Financial Officer and Executive Vice President to perform the duties normally associated therewith. Executive hereby accepts this employment upon the terms and conditions herein contained. Executive shall employ Employee faithfully adhere to, execute and fulfill all policies established by the Company. During the term of his employment, as Employer's President defined in paragraph 6(a), Executive shall devote his full time, attention and efforts to promote and further the business and services of the Company and perform all services not inconsistent with his position which the Company s Board of Directors and Chief Executive Officer during shall designate, use his best efforts to promote the term Company s interests, and serve as director of employment set forth in Section 2 hereofthe Company if elected as such. Employee (b) Executive shall perform such duties, assume such responsibilities and devote such time, attention and energy to the duties business of the Company as the Board of Directors and President and Chief Executive Officer of Employer and the Company shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment require and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision all powers and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employerduties consistent with such positions, subject to the direction of Employer's Board the Board. (c) All funds received by Executive on behalf of Trusteesthe Company, if any, shall be held in trust for the Company and shall be delivered to the Company as soon as practicable. Employee shall report only (d) The Company agrees to propose to the shareholders of the Company, upon the recommendation of the Nominating Committee of the Board of Trustees Directors, at each appropriate Annual Meeting of Employer such shareholders during the term hereof (provided the Executive continues in his position and his powers and authority shall be superior to those is not in material violation of any officer this Agreement) the election or employee reelection of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving Executive as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee member of the Employer and a trustee or director Board of any of its subsidiaries and in one or more executive offices of any Directors of the Employer's subsidiariesCompany, provided that the Executive is otherwise eligible for such election.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereofbelow, the Executive shall be employed as the Senior Vice President - Finance of the Company with the duties and responsibilities attendant to such position. Employee In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereofbelow, the Executive shall be employed as Executive Vice President and Chief Financial Officer of the Company with the duties and responsibilities attendant to such position. Employee In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer shall employ hereby offers employment to Employee, and Employee as hereby accepts employment by Employer's President , such employment being terminable solely in accordance with the terms and Chief conditions of this Agreement. Employee’s title will be Executive Officer during the term of employment set forth in Section 2 hereofVice President. In such employment, Employee shall perform the duties of the President and Chief Executive Officer of Employer such services, and shall provide have such authority, duties and responsibilities as shall be reasonably assigned to Employer such other services befitting Employee's position as are reasonably requested of him Employee from time to time by the Board President of Trustees of EmployerClinForce, including responsibility for the following: (i) implementation of the LLC and shall be consistent with Employee’s authority, duties and responsibilities with Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board Xxxx Xxxx, President of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of EmployerClinForce, LLC. Employee shall diligently and faithfully perform all duties assigned to the best of Employee’s abilities in a professional manner. Employee shall take actions that are reasonable and consistent with her past practices as the former Managing Member of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his her full timeattention, energy, skill time and best efforts to the business and affairs of the Employer providedin order to fully manage, however, promote and further the business and interests of Employer. Employee agrees that nothing herein Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall preclude not be construed as preventing Employee from serving as a director, trustee, officer of, making investments in other businesses or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as enterprises so long as such activities they do not interfere with Employee's performance of his her ability to discharge her duties hereunderand responsibilities to Employer. In no event shall Employee agrees be required to serve, transfer to a location other than New York City without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesher prior written consent.

Employment and Duties. The Employer shall employ Employee hereby employs the Executive, and the Executive hereby accepts continued employment with the Employer upon the terms and conditions hereinafter set forth. The Executive will continue to serve the Employer as Employer's its President and Chief CEO. In such capacity, the Executive Officer during will report directly to the term Board of employment set forth in Section 2 hereof. Employee shall perform the duties Directors of the President Employer (the “Board”) and Chief have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment”], the Executive Officer will further perform such other duties and hold such other positions related to the business of the Employer and shall provide its Affiliates as may from time to Employer such other services befitting Employee's position as are time be reasonably requested of him from time to time by the Board Board; provided that the Executive shall not be required to perform such services that involve a material decrease in the level of Trustees responsibility currently maintained by the Executive. For purposes of this Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Except as otherwise set forth in this Agreement, including responsibility for the following: (i) implementation Executive will devote all of the Company's investment his skills and growth strategies including establishment substantially all of investment policies; (ii) review, analysis his time and execution attention to said positions and in furtherance of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs interests of the Employer as provided in and its Affiliates and will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the Bylaws prior written consent of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall (which consent will not be superior to those of any officer unreasonably withheld or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer delayed); provided, however, that nothing herein shall preclude Employee the Executive will not be precluded from serving as a directorparticipation in community, trusteecivic, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such similar activities which do not unreasonably interfere with Employee's performance of his duties responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. Employer Subject to the terms and conditions of this Agreement, the Company shall employ Employee as Employer's President and Chief the Executive Officer during the term of employment set forth Term (as hereinafter defined) in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position management capacities as are reasonably requested of him may be designated from time to time by the Board Company’s Chief Executive Officer and/or the Chief Executive Officer’s designee. The Executive accepts such employment and agrees to devote his/her best efforts and entire business time, skill, labor, and attention to the performance of Trustees such duties. The Executive agrees to promptly provide a description of Employerany other commercial duties or pursuits engaged in by the Executive to the Company’s Chief Executive Officer. If the Company’s Chief Executive Officer determines in good faith that such activities conflict with the Executive’s performance of his/her duties hereunder, including responsibility for the following: Chief Executive Officer shall notify Executive within thirty (i30) implementation days and the Executive shall promptly cease such activities to the extent as directed by the Chief Executive Officer. If the Chief Executive Officer does not provide such notice, Executive shall be free to engage in such commercial duties or pursuits. It is acknowledged and agreed that such description shall be made regarding any such activities in which the Executive owns more than 5% of the Company's investment and growth strategies including establishment ownership of investment policies; (ii) review, analysis and execution the organization or which may be in violation of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overSection 5 hereof, and responsibility for, that the business and affairs failure of Employer the Executive to provide any such description shall enable the Company to terminate the Executive for Cause (as provided in the Bylaws of Employer, subject to the direction of Employer's Board of TrusteesSection 6(c) hereof). Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his duties hereunder. Employee The Company agrees to servehold any such information provided by the Executive confidential and not disclose the same to any person other than a person to whom disclosure is reasonably necessary or appropriate in light of the circumstances. In addition, the Executive agrees to serve without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.compensation Executive Term Sxxxx Enterprises Incorporated Revised 02/05 Page Number 1 Initial

Employment and Duties. The Employer shall employ Employee hereby employs the Executive, and the Executive hereby accepts continued employment with the Employer upon the terms and conditions hereinafter set forth. The Executive will continue to serve the Employer as Employer's its President and Chief CEO. In such capacity, the Executive Officer during will report directly to the term Board of employment set forth in Section 2 hereof. Employee shall perform the duties Directors of the President Employer (the “Board”) and Chief have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment"], the Executive Officer will further perform such other duties and hold such other positions related to the business of the Employer and shall provide its Affiliates as may from time to Employer such other services befitting Employee's position as are time be reasonably requested of him from time to time by the Board Board. For purposes of Trustees this Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Except as otherwise set forth in this Agreement, the Executive will devote all of Employer, including responsibility for the following: (i) implementation his skills and substantially all of the Company's investment his time and growth strategies including establishment attention to said positions and in furtherance of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs interests of the Employer as provided in and its Affiliates and will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the Bylaws prior written consent of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall (which consent will not be superior to those of any officer unreasonably withheld or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer delayed); provided, however, that nothing herein shall preclude Employee the Executive will not be precluded from serving as a directorparticipation in community, trusteecivic, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such similar activities which do not unreasonably interfere with Employee's performance of his duties responsibilities hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. Employer shall employ The Company hereby employs Employee, and Employee as Employer's President hereby accepts such employment, in the capacity of Chief Financial Officer of the Company to act in accordance with the terms and Chief Executive Officer during conditions hereinafter set forth. During the term of employment set forth in Section 2 hereof. this Agreement, Employee shall perform agrees that this position will be her full-time employment, and that she will devote all of her business time, attention and skills to the duties successful continuation of the President business heretofore conducted by the Company, and Chief Executive Officer of Employer that she will perform such duties, functions, responsibilities and shall provide to Employer such other services befitting Employee's position authority in connection with the foregoing as are reasonably requested of him from time to time delegated to Employee by the Chief Executive Officer (the “CEO”) or Board of Directors of the Company (the “Board”) consistent with the duties associated with her position. Employee further agrees to conduct herself professionally, consistent with the highest standards of decorum and judgment. For the duration of her employment, Employee agrees that all business opportunities which might be served by the Company or any of its affiliates will be brought exclusively to the attention of the Company. The provisions of this Section 1 shall not prohibit the Employee from (a) making investments in entities that are publicly owned and in which the Employee owns no more than two percent of the outstanding stock thereof or make investments in such other entities and in such amounts, (b) serving on the Board of Directors of any other entity, as may be approved in advance by the Board of Trustees of Employer, including responsibility for or the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer ofCEO, or partner in(c) devoting reasonable time and energies to charitable and civic activities, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as provided such activities do not materially interfere with Employee's the performance of his the Employee’s duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.

Employment and Duties. Employer The Company agrees to employ Executive and Executive agrees to serve in the position of Chief Revenue Officer (the “Position”). Executive shall employ Employee as Employer's President and Chief Executive Officer during report to the term of employment set forth in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer the Company (“CEO”), or if the CEO is not available, to the Executive Chairman or Chairman of the Board of Directors of the Company (the “Board”). Executive is responsible for all Direct Enterprise sales, which is defined as pdf document remediation engagements, and shall provide annual subscription contracts with values equal to Employer or greater than $10,000 for accessibility solutions deployed on kiosks, websites and the Developer Accessibility Platform (DAP), and such other services befitting Employee's position additional duties and responsibilities as are reasonably requested of him the CEO, Executive Chairman, Chairman or Board may from time to time by reasonably assign to Executive. Executive shall devote such amount of his time, attention, and energies to the Board business of Trustees the Company as the Company and Executive shall reasonably and mutually agree is necessary for Executive to fulfill the duties and responsibilities of Employerthe Position. Provided that none of the additional activities materially interfere with the performance of the duties and responsibilities of Executive, including responsibility for nothing in this Section 1 shall prohibit Executive from (a) serving as a director or member of a committee of, making investments in, or consulting or working with entities that do not, in the following: (i) implementation good faith determination of the Board, compete directly with the Company or otherwise create, in the good faith determination of the Board, a conflict of interest with the business of the Company's investment and growth strategies including establishment of investment policies; (iib) reviewdelivering lectures, analysis fulfilling speaking engagements, and execution any writing or publication relating to Executive’s area of investment decisionsexpertise; (iiic) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a directordirector or trustee of any governmental, trustee, officer of, charitable or partner in, any other firm, trust, corporation educational organization; or partnership or from pursuing (d) engaging in additional activities in connection with personal investments, as long as investments and community affairs; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 14. For the avoidance of doubt, Executive agrees that this is a full-time position with the Company, and any such additional activities will not interfere with Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee the fulfillment of the Employer duties and a trustee or director of any of its subsidiaries and in one or more executive offices of any responsibilities of the Employer's subsidiariesPosition.

Employment and Duties. Employer shall employ hereby offers employment to Employee, and Employee as hereby accepts employment by Employer's President , such employment being terminable solely in accordance with the terms and Chief conditions of this Agreement. Employee’s title will be Executive Officer during the term of employment set forth in Section 2 hereofVice President. In such employment, Employee shall perform the duties of the President and Chief Executive Officer of Employer such services, and shall provide have such authority, duties and responsibilities as shall be reasonably assigned to Employer such other services befitting Employee's position as are reasonably requested of him Employee from time to time by the Board President of Trustees of EmployerClinForce, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of TrusteesLLC. Employee shall report only to the Board Xxxx Xxxx, President of Trustees of Employer ClinForce, LLC and his powers and authority shall be superior to those of any officer or employee of Employerconsistent with Employee’s authority, duties and responsibilities with Company. Employee shall diligently and faithfully perform all duties assigned to the best of Employee’s abilities in a professional manner. Employee shall take actions that are reasonable and consistent with her past practices as the former Managing Member of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his her full timeattention, energy, skill time and best efforts to the business and affairs of the Employer providedin order to fully manage, however, promote and further the business and interests of Employer. Employee agrees that nothing herein Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall preclude not be construed as preventing Employee from serving as a director, trustee, officer of, making investments in other businesses or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as enterprises so long as such activities they do not interfere with Employee's performance of his her ability to discharge her duties hereunderand responsibilities to Employer. In no event shall Employee agrees be required to serve, transfer to a location other than New York City without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesher prior written consent.

Employment and Duties. The Employer shall employ Employee hereby employs the Executive, and the Executive hereby accepts employment with the Employer upon the terms and conditions hereinafter set forth. The Executive will serve the Employer as Employer's President its CEO. In such capacity, the Executive will report directly to the Board and Chief Executive Officer during the term of employment set forth in Section 2 hereofhave all powers, duties, and obligations as are normally associated with such position. Employee shall perform the duties Every executive officer of the President Company shall report to Executive. The Executive will further perform such other duties, which shall not be inconsistent with his position as CEO of Company, and Chief Executive Officer hold such other position related to the business of the Employer and shall provide its Affiliates as may from time to Employer such other services befitting Employee's position as are time be reasonably requested of him from time to time by the Board Board. For purposes of Trustees of this Agreement, an "Affiliate" shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. The Executive will devote his skills, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overtime, and responsibility for, attention to said position and in furtherance of the business and affairs interests of the Employer as provided in and its Affiliates and will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the Bylaws prior written consent of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall (which will not be superior to those of any officer unreasonably withheld or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer delayed); provided, however, that nothing herein shall preclude Employee the Executive will not be precluded from (a) continuing as a member of any board of directors on which he is serving as a directorof the Effective Date or joining one additional board of directors; (b) maintaining and operating his consulting company in existence as of the Effective Date; and (c) participation in community, trusteecivic, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such similar activities which do not unreasonably interfere with Employee's performance of his duties responsibilities hereunder. Employee The Employer agrees to serve, without additional compensation, use its commercially reasonable efforts to cause Executive to be nominated as a trustee director at each annual meeting of shareholders during the Employer and a trustee or director term of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries.this

Employment and Duties. Employer shall employ The Company hereby employs Employee, and Employee as Employer's President hereby accepts such employment, in the capacity of Chief Financial Officer of the Company to act in accordance with the terms and Chief Executive Officer during conditions hereinafter set forth. During the term of employment set forth in Section 2 hereof. this Agreement, Employee shall perform agrees that this position will be her full-time employment, and that she will devote all of her business time, attention and skills to the duties successful continuation of the President business heretofore conducted by the Company, and Chief Executive Officer of Employer that she will perform such duties, functions, responsibilities and shall provide to Employer such other services befitting Employee's position authority in connection with the foregoing as are reasonably requested of him from time to time delegated to Employee by the Chief Executive Officer (the “CEO”) or Board of Directors of the Company (the “Board”) consistent with the duties associated with her position. Employee further agrees to conduct herself professionally, consistent with the highest standards of decorum and judgment. For the duration of her employment, Employee agrees that all business opportunities which might be served by the Company or any of its affiliates will be brought exclusively to the attention of the Company. The provisions of this Section 1 shall not prohibit the Employee from (a) making investments in entities that are publicly owned and in which the Employee owns no more than two percent of the outstanding stock thereof or make investments in such other entities and in such amounts, (b) serving on the Board of Directors of any other entity, as may be approved in advance by the Board of Trustees of Employer, including responsibility for or the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer ofCEO, or partner in(c) devoting reasonable time and energies to charitable and civic activities, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as provided such activities do not materially interfere with Employee's the performance of his the Employee’s duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiaries2.

Employment and Duties. Employer (a) During the Term (as defined in Section 4), the Company shall employ Employee as Employer's President and Chief Executive Officer during in the term position of employment set forth in Section 2 hereof. Employee shall perform the duties Chairman of the President Board and Chief Executive Officer of Employer the Company and shall provide to Employer Operating Sub (as defined below) and such other services befitting Employee's position positions as are reasonably requested of him from time shall be given to time Executive by the Board of Trustees Directors of Employerthe Company or Operating Sub (defined below) (as applicable, including responsibility for the following: (i) implementation "BOARD"). In addition, Executive agrees to serve as Chairman of the Board and Chief Executive Officer of the Company's investment and growth strategies including establishment to-be-formed operating subsidiary which will hold the assets of investment policies; ACN upon consummation of the Acquisition (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policiesreferred to herein as "Operating Sub"). Employee Executive shall have supervision such responsibilities, duties and control overauthorities reasonably accorded to and expected of such positions, as well as those that may be established by the Board, which responsibilities, duties and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall authorities will be superior to generally consistent with those of any a chairman of the board and chief executive officer or employee of Employerpresident. Employee shall Executive hereby accepts this employment upon the terms and conditions contained herein and agrees to devote his full business time, energy, skill attention and best efforts to promote and further the business of the Company and Operating Sub, and Executive shall not, during the Term, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Board. However, the foregoing limitations shall not be construed as prohibiting Executive from making personal passive investments in such form or manner as will neither require his services in the operation or affairs of Employer providedthe companies or enterprises in which such investments are made, howevernor violate the terms of Section 3 hereof. Notwithstanding the foregoing, that nothing herein Executive shall preclude Employee from serving as a directoralso be able to devote occasional business time to charitable and community activities, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as so long as such activities do not interfere with Employee's performance the discharge of his duties hereunder. Employee agrees and responsibilities to serve, without additional compensation, as a trustee of the Employer Company and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesOperating Sub.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereofbelow, the Executive shall be employed as the Senior Vice President and Director of Sales of the Company and the President of LifeUSA with the duties and responsibilities attendant to such positions. Employee In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. (a) The Employer hereby employs the Executive as the President of its THC Systems, Inc. subsidiary on the terms set forth herein, and the Executive hereby accepts such employment. The Executive shall employ Employee have such duties as are set forth in the Certificate of Incorporation and the By-Laws of the Employer and THC Systems, Inc. and such additional duties as are commensurate with the Executive's position. The Executive shall devote substantially all his business time, attention, skill and efforts to the faithful performance of his duties hereunder and shall not accept employment elsewhere while employed hereunder during the Term (as defined in Section 2). The Executive shall report exclusively to the Employer's President and Chief Executive Officer during the term The Executive agrees to serve as (i) a member of employment set forth in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees Directors of EmployerTHC Systems, including responsibility for Inc. (the following: (i"Board") implementation or of the Company's investment board of directors of any Affiliate (as defined in Section 6(f)) if asked to do so by the Employer or the Board and growth strategies including establishment if elected by the shareholders of investment policies; the Employer or such Affiliate, as the case may be, and (ii) reviewan officer of Oneida Ltd. or any other Affiliate if directed to do so by the Employer. The Executive may (a) with the prior approval of the Employer, analysis and execution of investment decisionsserve on corporate, civic or charitable boards or committees; (iiib) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliancedeliver lectures, fulfill speaking engagements or teach at educational institutions; and (viic) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing manage personal investments, as so long as such activities do not significantly interfere with Employee's the performance of his duties the Executive's responsibilities hereunder. Employee agrees The Executive shall at all times conduct himself in such a manner as not to serve, without additional compensation, as a trustee prejudice the reputation of the Employer and a trustee in the fields of business in which it is engaged or director of any of its subsidiaries and in one or more executive offices of any of with the Employer's subsidiariespublic at large.

Employment and Duties. Employer (a) During the Term (as defined in Section 4), the Company shall employ Employee Executive in the position of Chief Financial Officer of the Company and Operating Sub (as Employerdefined below) and such other positions as shall be given to Executive by the Board of Directors of the Company or Operating Sub (defined below) (as applicable, the "BOARD") or the Company's President and Chief Executive Officer during (the term of employment set forth in Section 2 hereof"CEO") and Executive shall report directly to the CEO. Employee shall perform the duties In addition, Executive agrees to serve as Chief Financial Officer of the President Company's to-be-formed operating subsidiary which will hold the assets of ACN upon consummation of the Acquisition (referred to herein as "Operating Sub"). Executive shall have such responsibilities, duties and authorities reasonably accorded to and expected of such positions, as well as those that may be established by the Board or the CEO, which responsibilities, duties and authorities will be generally consistent with those of a chief financial officer or treasurer. Executive shall report to the Chairman of the Board and Chief Executive Officer of Employer the Company and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer (and his powers the Audit Committee thereof). Executive hereby accepts this employment upon the terms and authority shall be superior conditions contained herein and agrees to those of any officer or employee of Employer. Employee shall devote his full business time, energy, skill attention and best efforts to promote and further the business of the Company and Operating Sub, and Executive shall not, during the Term, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Board. However, the foregoing limitations shall not be construed as prohibiting Executive from making personal passive investments in such form or manner as will neither require his services in the operation or affairs of Employer providedthe companies or enterprises in which such investments are made, howevernor violate the terms of Section 3 hereof. Notwithstanding the foregoing, that nothing herein Executive shall preclude Employee from serving as a directoralso be able to devote occasional business time to charitable and community activities, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as so long as such activities do not interfere with Employee's performance the discharge of his duties hereunder. Employee agrees and responsibilities to serve, without additional compensation, as a trustee of the Employer Company and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesOperating Sub.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereof. Employee below, the Executive shall perform be employed as the duties of the President Chairman and Chief Executive Officer of Employer the Company and the Chief Executive Officer of LifeUSA with the duties and responsibilities attendant to such positions. In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall provide assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to Employer such the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other services befitting Employee's position as are reasonably requested of him business investments and participate in charitable organizations which may, from time to time by time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Board of Trustees of Employer, including responsibility for Executive's duties under this Agreement. The Executive shall perform the following: (i) implementation of Executive's duties at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer (a) During the Term (as defined in Section 4), the Company shall employ Employee Executive in the position of Vice President Group Publisher of the Company and Operating Sub (as Employerdefined below) and such other positions as shall be given to Executive by the Board of Directors (the "BOARD") or the Company's President Chairman of the Board and Chief Executive Officer during (the term "CEO"). Executive shall report to the CEO. Executive shall have such responsibilities, duties and authorities reasonably accorded to and expected of employment set forth in Section 2 hereof. Employee shall perform the duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position positions, as are reasonably requested of him from time to time well as those that may be established by the Board or the CEO, which responsibilities, duties and authorities will be generally consistent with those of Trustees a vice president. Executive hereby accepts this employment upon the terms and conditions contained herein and agrees to devote his full business time, attention and efforts to promote and further the business of Employer, including responsibility for the following: (i) implementation of Company and the Company's investment and growth strategies including establishment to-be-formed operating subsidiary which will hold the assets of investment policies; ACN upon consummation of the Acquisition (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control overreferred to herein as "Operating Sub"), and responsibility forExecutive shall not, during the Term, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Board. However, the business and foregoing limitations shall not be construed as prohibiting Executive from making personal passive investments in such form or manner as will neither require his services in the operation or affairs of Employer as provided the companies or enterprises in which such investments are made, nor violate the Bylaws terms of EmployerSection 3 hereof. Notwithstanding the foregoing, subject Executive shall also be able to the direction of Employer's Board of Trustees. Employee shall report only devote occasional business time to the Board of Trustees of Employer charitable and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full timecommunity activities, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as so long as such activities do not interfere with Employee's performance the discharge of his duties hereunder. Employee agrees and responsibilities to serve, without additional compensation, as a trustee of the Employer Company and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesOperating Sub.

Employment and Duties. Employer The Company shall employ Employee Executive, and Executive hereby accepts such employment, as Employer's Vice President and Chief Executive Officer of Academic Affairs of the Company during the term of employment set forth in Section 2 hereof2. Employee Executive shall perform have customary responsibilities for such position commensurate with the duties position of Vice President of Academic Affairs of an entity comparable to the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of EmployerCompany, including responsibility for the following: (i) implementation of the Company's investment powers and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided duties set forth set forth in the Bylaws of Employerthe Company for such office, subject to the direction of Employer's Board the President of Trusteesthe Company and the Board. Employee Executive shall report only to the President of Concorde or such other officer as designated by the Chief Executive Officer and Chairman of the Board and shall assume such other responsibilities and duties, consistent with his position and expertise, as may from time to time be reasonably prescribed by the Board of Trustees Directors of Employer and his powers and authority shall be superior to those of any officer or employee of Employerthe Company (collectively, the “Board”). Employee Executive shall devote his full business time, energy, skill and best efforts to the business and affairs of Employer providedthe Company. Executive acknowledges and agrees that he shall observe and comply with all of the Company’s policies as prescribed by the Board in writing. Nothing in this Section 1, however, that nothing herein shall preclude Employee prohibit Executive from (i) serving as a directordirector or trustee of a governmental, trustee, officer of, charitable or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not interfere with Employee's performance violate the terms of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee Section 5 hereof; and provided further that Executive has received written approval of the Employer Board which shall not be unreasonably withheld or delayed; or (ii) engaging in additional activities in connection with personal investments and a trustee or director community affairs that are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesSection 5 hereof.

Employment and Duties. Employer shall employ Employee as Employer's President and Chief Executive Officer The parties hereby agree that, during the term of employment this Agreement as set forth in Section paragraph 2 hereofbelow, the Executive shall be employed as a Senior Vice President of LifeUSA with the duties and responsibilities attendant to such position. Employee In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the Company and each of the Subsidiaries, respectively, and the Executive shall assist the Company in making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to the performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties of the President and Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of at the Company's investment principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and growth strategies including establishment of investment policiesthe Company; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee provided that the Executive shall have supervision and control over, and responsibility for, travel to other locations at such times as may be necessary for the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Employee's performance of his the Executive's duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesunder this Agreement.

Employment and Duties. Employer shall employ Employee During the Employment Term (as Employer's President and Chief Executive Officer during the term of employment set forth defined in Section 2 hereof), Prime and PGRT shall employ Executive, and Executive agrees to be employed by Prime and PGRT, as Executive Vice President – Leasing of Prime and PGRT on the terms and conditions provided in this Agreement (Prime and PGRT, collectively, are “Employer”). Employee Employer shall perform have the duties right to specify which of Employer’s affiliates or related parties (including but not limited to Prime Group Realty Services, Inc. or PRS Corporate Realty Services, Inc.) shall have Executive on its payroll. Executive shall conduct, operate, manage and promote the President leasing efforts across the Employer’s portfolio, with primary responsibility for 00 Xxxx Xxxxxx, Citadel Center, and 330 North Wabash and/or such other building(s) as may be mutually determined by Executive and the Employer’s Chief Executive Officer of Employer and shall provide to Employer such other services befitting Employee's position as are reasonably requested of him from time to time by (the “CEO”). The CEO and/or the Board of Trustees of EmployerPGRT (the “Board”) may from time to time further define and clarify Executive’s duties and services hereunder. Executive agrees to devote Executive’s diligent, including responsibility for the following: (i) implementation professional and commercially reasonable-efforts and substantially all of the Company's investment Executive’s business time, attention, energy and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer skill to perform Executive’s duties as provided in the Bylaws Executive Vice President – Leasing of Employer, subject provided that it shall not be a violation of this Agreement for Executive to the direction engage in limited tenant and owner (in connection with sales of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer assets and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Employer provided, however, that nothing herein shall preclude Employee from serving as a director, trustee, officer ofnot leasing) representation contemplated by EXHIBIT A hereto, or partner into manage her and her family’s personal investments or engage in service for such corporate, any other firmcivil, trustcommunity or charitable organizations as she may select, corporation or partnership or from pursuing personal investments, as so long as such activities do not substantially interfere with Employee's Executive’s performance of his her duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and a trustee hereunder or director of any of its subsidiaries and in one or more executive offices of any of the Employer's subsidiariesviolate her obligations under Section 6.