Common use of Employment and Duties Clause in Contracts

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the last date of the Initial Term as set forth on Exhibit "A" or the last day of the one-year term for which the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive of this Agreement shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted been automatically renewed pursuant to the Executive are "Renewal" provision as set forth on Exhibit "A" (the "Term"), subject to supervisory approval the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the Boardposition set forth on Exhibit A. Employer may subsequently assign Employee to a different position or modify Employee's duties and responsibilities, provided that such assignment or modification is consistent with that of an officer of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the Executive may be given best of Employee's abilities the duties and services appertaining to such further reasonably related supervisory dutiesposition as determined by Employer, powers as well as such additional or different duties and prerogatives as may be delegated services appropriate to him such position which Employee from time to time may be reasonably directed to perform by said BoardEmployer. The Executive Employee shall report exclusively at all times comply with and be subject to the Board such policies and further shall render such advice to the Board procedures as said Board Employer may establish from time to time request. In additiontime. 1.3 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of the Company andEmployer. Employee may not engage, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderdirectly or indirectly, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in any other business, investment, or activity that interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, Executive is contrary to the interests of Employer, or requires any significant portion of Employee's business time. 1.4 In connection with Employee's employment by Employer, Employer shall comply endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer's clients and potential clients that are appropriate for Employee's employment responsibilities. 1.5 Employee acknowledges and agrees that, at all times during the policies employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and procedures as adopted allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer's business and interests, to do no act which would injure Employer's business, its interests, or its reputation, and to refrain from time to time by the Board, shall give the Company using for Employee's own benefit or for the benefit of others any information or opportunities pertaining to Employer's business or interests that are entrusted to Employee or that he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for his special knowledge, skills, contacts own benefit or the benefit of others any information or opportunities pertaining to Employer's business or interests that were entrusted to Employee during the employment relationship or that he learned while employed by Employer. Employee agrees that while employed by Employer and business experience, thereafter he shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company not knowingly take any action which interferes with the prior approval internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer or any of its affiliates, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that during the Board. Such advisory services employment relationship Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer's Chairman any facts which might involve such a conflict of interest that has not been approved by Employer's Chairman. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests which constitute a "conflict of interest." Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the performance Employee to Employer's Chairman may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its affiliates have not suffered, prompt elimination of the Executive’s responsibilities outside interest will suffice. In still others, it may be necessary for Employer to terminate the employment relationship. Employer and Employee agree that Employer's determination as an employee to whether a conflict of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder interest exists shall be at conclusive. Employer reserves the offices of right to take such action as, in its judgment, will end the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesconflict.

Employment and Duties. (a) The Company hereby agrees to employ Executive for During the Term (as hereinafter defined) defined herein), the Company shall employ Executive as its President and Chief Executive OfficerOfficer (“CEO”) and President. Executive shall report directly to the Company’s Board of Directors (“Board”). The Company and Executive acknowledge that Executive’s primary functions and duties shall be overseeing the planning of the Company’s operating, financing and marketing strategies and managing the Company’s general operations. The Board may assign to Executive such other management responsibilities and executive duties as are consistent with Executive’s role and status as CEO and President of the Company. During such time as Executive is serving as the CEO or President of the Company, the Board shall nominate Executive to serve as a member of the Board at each election of directors by the stockholders of the Company in which the Board seat that Executive then occupies is slated for re-election, or if Executive is not then serving on the Board, at the next election of directors by the stockholders of the Company. If the Company’s stockholders vote in favor of such nomination, Executive agrees to serve as a Board member and also agrees that he will not be entitled to any additional compensation for any such Board service. During the Term, Executive shall have such management devote Executive’s full employable time, attention and oversight responsibilities and authority as are necessary best efforts to efficiently administer the business affairs of the Company and as are customary of a President its subsidiaries and Chief will not actively engage in outside activities unless approved by the Board; provided, however, that Executive Officer. All powers herein granted may devote time to personal investments, philanthropic service or other personal matters to the Executive are subject to supervisory approval extent such activities and matters do not interfere with the performance of the Board, and the Executive may be given Executive’s duties hereunder without obtaining such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Boardapproval. The Executive shall report exclusively to provide his services in the Board and further New York City metropolitan area. Executive shall render undertake such advice to travel, within or outside the Board United States, as said Board may from time to time request. In addition, during is reasonably necessary in the Term the Company will cause the Executive to be nominated for re-election as a Director interests of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to employ Executive for serve the Term (Company, as hereinafter defined) as its President and Chief Executive Officer. The Executive Employee shall have report directly to the Company’s Board of Directors and shall render to the Company such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs policy-making services of the Company and as type customarily performed by persons serving in similar capacities with other employers that are customary of a President and Chief Executive Officer. All powers herein granted similar to the Executive are Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to supervisory the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined); provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the BoardCompany’s Board of Directors. Furthermore, the Employee shall assume and the Executive may be given competently perform such further reasonably related supervisory duties, powers reasonable responsibilities and prerogatives duties as may be delegated assigned to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of Directors of the Company. . To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (b) During collectively “Related Entities”), the Term, Employee shall perform such duties to promote these entities and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts their respective interests to the business and affairs same extent as the interests of the Company andwithout additional compensation. At all times, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderEmployee agrees that he has read and will abide by, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President prospectively will read and Chief Executive Officer. In performing such duties hereunderabide by, Executive shall comply with the policies and procedures as adopted from time to time by the Boardany employee handbook, shall give policy, or practice that the Company the benefit of his special knowledgeor Related Entities has or hereafter adopts with respect to its executive officers or its employees generally, skillsincluding without limitation, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office locationXxxxxxx Xxxxxxx Policy, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesCode of Conduct, and Code of Ethics.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to employ Executive for serve the Company, as President & CEO. Xxxxx X. Xxxxxxx shall report directly to Board of Directors and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer of this Agreement; provided, however, that the affairs of the Company and as are customary of Employee may be involved in a President and Chief Executive Officer. All powers herein granted passive capacity in a non-competitive business subject to the Executive are subject to supervisory prior written approval of the BoardCompany’s Board of Directors. Furthermore, the Employee shall assume and the Executive may be given competently perform such further reasonably related supervisory duties, powers reasonable responsibilities and prerogatives duties as may be delegated assigned to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of Directors of the Company. . To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (b) During collectively “Related Entities”), the Term, Employee shall perform such duties to promote these entities and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts their respective interests to the business and affairs same extent as the interests of the Company andwithout additional compensation. At all times, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderEmployee agrees that he has read and will abide by, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President prospectively will read and Chief Executive Officer. In performing such duties hereunderabide by, Executive shall comply with the policies and procedures as adopted from time to time by the Boardany employee handbook, shall give policy, or practice that the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period or Related Entities has or hereafter adopts with respect to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderits employees generally. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (shall serve as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management Officer and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted report to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive’s principal place of employment will be Atlanta, Georgia, but Executive shall report exclusively will be required to the Board regularly travel in order to fulfill his duties and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Companyresponsibilities. (b) During Executive will be employed by the TermCompany on a full-time basis and will perform such duties and responsibilities on behalf of the Company and its subsidiaries (the “Company Group”) as are consistent with Executive’s position with the Company and such additional duties and responsibilities on behalf of the Company Group as are consistent with Executive’s position as CEO of the Company and of WUP, as may be designated by the Board from time to time. (c) Executive will have full authority to (i) direct and excluding any periods manage the day-to-day aspects of vacation the Company’s administration and sick leave operations, (ii) make budgetary decisions pursuant to which the budget approved by the Board, (iii) to execute the Company’s strategy and allocate the Company’s resources and (iv) to hire and terminate personnel, provided that, in connection with hires and terminations of employees who will report directly to Executive is entitled(the “CEO Direct Reports”), Executive shall consult with and seek input from the Board. (d) Executive shall devote substantially all of his Executive’s business time and efforts Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company Group, and to the discharge of Executive’s duties and responsibilities hereunder. Executive shall not, without the prior consent of the Company, engage in any other business activity or render services to any other person or organization during the Term; provided, however, Executive will be permitted to (i) serve on the board of directors of non-competitive enterprises or have other outside engagements (provided that Executive may serve on a maximum of one (1) public company board of directors), subject to the prior written consent of the Board, which will not be unreasonably withheld, with the outside engagements set forth on Exhibit A to be deemed to be approved by the Board; (ii) engage in civic and charitable activities (including serving on charitable boards) with the prior written consent of the Board; and (iii) manage his personal investments, in each case, only to the extent that such activities (x) do not interfere with the performance of Executive’s duties under this Agreement or the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder (y) are not in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval violation of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderRestrictive Covenant Agreement (as defined below). (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby employs the Executive as Chief Executive Officer on the terms and conditions provided in this Agreement and Executive agrees to employ Executive for accept such employment subject to the Term (as hereinafter defined) as its President terms and Chief Executive Officerconditions of this Agreement. The Executive shall have such be responsible for the overall management and oversight responsibilities and authority as are necessary to efficiently administer the affairs operations of the Company shall perform the duties and as responsibilities that are customary for an officer of a President corporation in such position and Chief Executive Officer. All powers herein granted to the Executive shall perform such other duties and responsibilities that are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said the Company's Board of Directors (the "Board"). The Executive shall report to and be supervised by the Board. The Executive shall report exclusively be based at the Company's offices in Orem, Utah, or such other place which shall be within a fifty mile radius thereof that shall constitute the Company's headquarters and, except for business travel incident to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionhis employment under this Agreement, during the Term the Company will cause agrees the Executive shall not be required to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave relocate. The Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his position and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted from time to time may be established by the Board, shall give . Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive Executive's duties and responsibilities hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to : (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing through March 11, 2006, (the "Term") subject to the terms and conditions of this Agreement. The Term shall be automatically extended for successive one calendar year periods unless either party provides written notice to the other at least 90 days prior to the end of the then current Term (of such party's election not to extend the Term. 1.2 Beginning as hereinafter defined) of the Effective Date, Employee shall continue to be employed as its the President and Chief Executive Officer. The Executive shall have such management Officer of Alpha Natural Resources LLC and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company ANR Holdings LLC, and as are customary the President of a President and Chief Executive OfficerAlpha Natural Resources Services, LLC. All powers herein granted Employee shall report to the Executive are subject Board of Directors of Employer. Employee agrees to supervisory approval of serve in the Board, and the Executive may be given assigned positions or in such further reasonably related supervisory duties, powers and prerogatives other executive capacities as may be delegated to him requested from time to time by said BoardEmployer. The Executive shall report exclusively Employee agrees to perform diligently and to the Board best of Employee's abilities, and further shall render in a trustworthy, businesslike and efficient manner, the duties and services pertaining to such advice positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time request. In additionmay be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of the Company andEmployer. Employee may not engage, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderdirectly or indirectly, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in any other business, investment, or activity that interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, Executive shall comply is contrary to the interest of Employer or any of its affiliated subsidiaries and divisions, (each an "Employer Entity", or collectively, the "Employer Entities"), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Employer Entities or interfere with Employee's performance of his or her duties hereunder. Employee may not serve on the board of directors of any entity other than an Employer Entity, related industry trade association, public institution, or government appointed public or quasi-public body in the geographic location of the businesses during the Term without prior approval therefor by the Board of Directors in accordance with Employer's policies and procedures as adopted from time regarding such service. Employee shall be permitted to time by retain any compensation received for approved service on any unaffiliated corporation's board of directors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval best interests of the BoardEmployer and the other Employer Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. Such advisory services It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Employer Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance Employer or any Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this AgreementEmployer's policies and procedures. 1.6 Nothing contained in this Agreement shall be construed to preclude the transfer of Employee's employment to another Employer Entity (d"Subsequent Employer") The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of Executive’s services Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be at assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee's rights, compensation, benefits and obligations, shall remain in Ann Arborall material respects and taken as a whole, Michigan, subject no less favorable to reasonable travel requirements during the course Employee following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to employ serve the Company, as President and Chief Executive for Officer. The Employee shall report directly to the Company’s Board of Directors and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer of this Agreement; provided, however, that the affairs of the Company and as are customary of Employee may be involved in a President and Chief Executive Officer. All powers herein granted passive capacity in a non-competitive business subject to the Executive are subject to supervisory prior written approval of the BoardCompany’s Board of Directors. Furthermore, the Employee shall assume and the Executive may be given competently perform such further reasonably related supervisory duties, powers reasonable responsibilities and prerogatives duties as may be delegated assigned to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of Directors of the Company. . To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (b) During collectively “Related Entities”), the Term, Employee shall perform such duties to promote these entities and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts their respective interests to the business and affairs same extent as the interests of the Company andwithout additional compensation. At all times, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderEmployee agrees that he has read and will abide by, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President prospectively will read and Chief Executive Officer. In performing such duties hereunderabide by, Executive shall comply with the policies and procedures as adopted from time to time by the Boardany employee handbook, shall give policy, or practice that the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period or Related Entities has or hereafter adopts with respect to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderits employees generally. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby employs the Executive as its Chief Executive Officer on the terms and conditions provided in this Agreement, and the Executive agrees to employ Executive for accept such employment, subject to the Term terms and conditions of this Agreement. In addition, within thirty (30) days of the Commencement Date (as hereinafter defineddefined in Section 2 below), the Executive shall be nominated by the Board of Directors (the “Board”) to serve as its President and Chief a member of the Board. If at the time of the termination of the Executive’s employment regardless of reason, the Executive Officeris a member of the Board, he hereby agrees to resign as a member of the Board, effective as of such date of termination. The Executive shall have such management perform the lawful duties and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary for and consistent with the Chief Executive Officer of a President full service financial services company of a similar size and capitalization as the Company, and shall perform such other duties and responsibilities as are consistent with his position as Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may as shall be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said the Board. The Executive shall report exclusively to and be supervised by the Board Board. The Executive shall be based at the Company’s executive offices in New York City, New York or such other place where such executive offices may hereafter be located within a twenty-five (25) mile radius of 42nd Street and further Park Avenue, Manhattan, New York City (but in no event shall render such advice the Executive be located in the state of New Jersey) and, except for reasonable business travel incident to the Board as said Board may from time to time request. In additionhis employment under this Agreement, during the Term the Company will cause agrees the Executive shall not be required to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave relocate. The Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted may be established by the Board from time to time by time. Notwithstanding the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to long as: (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities they do not significantly interfere or constitute a conflict of interest in any material respect with the performance of the Executive’s duties and responsibilities as an employee hereunder; and (ii) with respect to (a) service on the board of directors of a corporation or other business, or (b) any activity described in clause (2) below, such activity is pre-approved by the Company in accordance with this Agreement. Board: (d1) The principal location for performance of Executive’s services hereunder shall be at serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be requiredserve on any board or committee of any corporation or other business which competes with the "Business" (as defined in Section 10(a) below); (2) deliver lectures, without fulfill speaking engagements, or teach on a part-time basis at educational institutions; and (3) make investments in businesses or enterprises and manage his consent, personal investments; provided that with respect to regularly report such activities Executive shall comply with any business conduct and ethics policy applicable generally to any office employees of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to shall employ Executive for the Term (to serve as hereinafter defined) as its Senior Vice President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Financial Officer of the Company and as are customary of a Senior Vice President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval Financial Officer of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionOperating Subsidiary, during the Term the Company will cause the (as such term is defined in Section 3). Executive to be nominated for re-election accepts such employment as a Director of the Company. (b) During Effective Date on the Term, terms and excluding any periods of vacation and sick leave to which the Executive is entitled, conditions set forth in this Agreement. Executive shall devote substantially all perform the duties of his business time Senior Vice President and efforts to the business and affairs Chief Financial Officer of the Company and, to and of the extent necessary to discharge the responsibilities Operating Subsidiary and shall perform such other duties consistent with such positions as may be assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give Chief Executive Officer of the Company or the benefit Board of his special knowledge, skills, contacts Directors of the Company or the Operating Subsidiary (individually a “Board,” and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007collectively, the “Boards”). Executive may provide advisory services shall devote his best efforts and skills to Beazer Homes USA, Inc. so as to expedite the business and facilitate his full time transition into interests of the Company with and the prior approval of Operating Subsidiary on a full-time basis, provided, however, that, to the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as extent such activities do not significantly interfere or constitute a conflict of interest with adversely affect the performance of the Executive’s his responsibilities as an employee of to the Company and the Operating Subsidiary hereunder, Executive may (i) manage his personal investments and participate in accordance with this Agreement. charitable and civic affairs and (dii) The principal location for performance serve on the boards of Executive’s services hereunder shall directors of for-profit or non-profit corporations if approved by the Boards, such approval not to be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performanceunreasonably withheld. Executive shall not at all times observe and abide by the Company's and the Operating Subsidiary's written policies and procedures as in effect from time to time. At the request of either Board, Executive shall also serve as an officer and/or director of other companies in which they have a right to designate officers and/or directors, respectively. Upon termination of Executive's employment with the Company and the Operating Subsidiary for any reason, Executive shall promptly resign and shall be required, without his consent, deemed to regularly report to any office have resigned from all positions as officer and director of each of the Company Westell Companies and each other company as to which is located more than fifty (50) miles from Executive has been serving as an officer or director at the Company’s current office location, provided Executive shall be expected to travel to request of the extent reasonably necessary to fulfill his responsibilitiesBoards.

Employment and Duties. (a) The Company hereby agrees to shall employ Executive for the Term (to serve as hereinafter defined) as its Senior Vice President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Financial Officer of the Company and as are customary of a Senior Vice President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval Financial Officer of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionOperating Subsidiary, during the Term the Company will cause the (as such term is defined in Section 3). Executive to be nominated for re-election accepts such employment as a Director of the Company. (b) During Effective Date on the Term, terms and excluding any periods of vacation and sick leave to which the Executive is entitled, conditions set forth in this Agreement. Executive shall devote substantially all perform the duties of his business time Senior Vice President and efforts to the business and affairs Chief Financial Officer of the Company and, to and of the extent necessary to discharge the responsibilities Operating Subsidiary and shall perform such other duties consistent with such positions as may be assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give Chief Executive Officer of the Company or the benefit Board of his special knowledge, skills, contacts Directors of the Company or the Operating Subsidiary (individually a “Board,” and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007collectively, the “Boards”). Executive may provide advisory services shall devote his best efforts and skills to Beazer Homes USA, Inc. so as to expedite the business and facilitate his full time transition into interests of the Company with and the prior approval of Operating Subsidiary on a full-time basis, provided, however, that, to the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as extent such activities do not significantly interfere or constitute a conflict of interest with adversely affect the performance of his responsibilities to the ExecutiveCompany and the Operating Subsidiary hereunder, Executive may (i) manage his personal investments and participate in charitable and civic affairs and (ii) serve on the boards of directors of for-profit or non-profit corporations if approved by the Boards, such approval not to be unreasonably withheld. Executive shall at all times observe and abide by the Company’s responsibilities and the Operating Subsidiary’s written policies and procedures as in effect from time to time. At the request of either Board, Executive shall also serve as an employee officer and/or director of the Company other companies in accordance with this Agreement. (d) The principal location for performance which they have a right to designate officers and/or directors, respectively. Upon termination of Executive’s services hereunder employment with the Company and the Operating Subsidiary for any reason, Executive shall promptly resign and shall be deemed to have resigned from all positions as officer and director of each of the Westell Companies and each other company as to which Executive has been serving as an officer or director at the offices request of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesBoards.

Employment and Duties. (a) The Company employs Employee in the capacity of Senior Vice President and Principal Financial Officer, or in such other position as the Company may request of the Employee. Employee’s initial duties and responsibilities are set forth in Exhibit A hereto. Employee hereby accepts such employment, on the terms and conditions hereinafter set forth. Employee agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President (including reasonable travel) and Chief Executive Officer. In performing hold such duties hereunder, Executive shall comply with the policies and procedures offices as adopted may be reasonably assigned to Employee from time to time by the BoardCompany and to devote substantially Employee’s full business time, shall give energies and best efforts to the performance thereof to the exclusion of all other business activities, except any activities disclosed to the Company in advance and consented to by the benefit of his special knowledge, skills, contacts and business experience, shall perform his Company. Company hereby consents to Employee maintaining her part-time tax practice so long as said tax practice does not interfere with her performing her duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company and does not involve the Company in controversy or adversely affect the Company’s reputation in the community and industry; such determination to be at the sole discretion of the Company. Employee agrees to maintain her certification as a certified public accountant. Employee shall be a member of the Company’s executive committee and as such shall conduct herself with the prior approval highest standards of integrity and professionalism, including those relating to maintenance of confidential information, duty to inform her supervisor, and duty to report to the BoardCompany’s Audit Committee and Board of Directors. Such advisory services shall not unreasonably interfere Any changes to the Employee’s position with the services to be rendered by the Executive hereunder. (c) During the TermCompany, it salary, incentive compensation or other benefits shall not be a violation valid unless in writing and executed by both the Company and Employee and approved by the Board of this Agreement for the Executive to (i) with the prior approval Directors or appropriate committee of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementDirectors. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 MEMS agrees to employ Executive, and Executive for agrees to be employed by MEMS, beginning as of the Term Effective Date and continuing until the date of termination of Executive's employment pursuant to the provisions of Article 3 (the "Term"), subject to the terms and conditions of this Agreement. 1.2 Beginning as hereinafter defined) of the Effective Date, Executive shall be employed as its President and Chief Executive Financial Officer. The Executive shall have agrees to serve in the assigned position or in such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives other executive capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively the Employer and to perform diligently and to the Board best of Executive's Abilities the duties and further shall render services pertaining to such advice positions as reasonably determined by MEMS, as well as such additional or different duties and Services appropriate to the Board as said Board may such positions which Executive from time to time request. In additionmay be reasonably directed to perform by MEMS. 1.3 Executive shall at all times comply with and be subject to such policies and procedures as MEMS may establish from time to time, including, without limitation, the MEMS Company Code of Business Conduct (The "Code of Business Conduct"). 1.4 Executive shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermExecutive's employment, devote Executive's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilitiesMEMS. Executive may not engage, directly or indirectly, in any other business, investment, or activity that is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in competition with the position Business of President and Chief Executive Officer. In performing such MEMS or interferes with Executive's performance of Executive's duties hereunder, is contrary to the interest of MEMS or any of MEMS subsidiaries and divisions collectively, the "MEMS Entities" or, individually, a "MEMS Entity"), or requires any significant portion of Executive's business time. The foregoing notwithstanding, the parties agree that Executive shall comply may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the MEMS Entities or interfere with Executive's performance of his duties hereunder; provided that Executive may own up to 2% of any public company that competes with MEMS. Executive may not serve on the board of directors of any entity other than a MEMS Entity during the Term without the approval thereof in accordance with MEMS policies and procedures as adopted from time regarding such service. Executive shall be permitted to time by retain any compensation received for approved service on any unaffiliated corporation's board of directors. 1.5 Executive agrees that Executive owes a fiduciary duty of loyalty and care to MEMS and must act at all times in the Board, shall give best interests of MEMS and the Company the benefit of his special knowledge, skills, contacts other MEMS Entities and business experience, shall perform his duties and carry out his responsibilities hereunder not act in a diligent mannermanner which would, directly or indirectly, injure any such entity's business, interests or reputation. For Executive acknowledges that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect MEMS, or any MEMS Entity involves a transition period to extend no later than May 1possible conflict of interest. Accordingly, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall agrees that Executive will not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with MEMS or the performance MEMS Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Executive shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this AgreementMEMS's policies and procedures. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive, and Executive for agrees to be employed by Employer, beginning as of the Term Effective Date and continuing until the date set forth on Exhibit A (as hereinafter defined) as its President the "Term"), subject to the terms and Chief Executive Officer. The conditions of this Agreement. 1.2 Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer be employed in the affairs of the Company and as are customary of a President and Chief positions set forth on Exhibit A. 1.3 Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionshall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermExecutive's employment by Employer, devote substantially his full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of the Company andEmployer, subject to reasonable vacation and sick leave and reasonable charitable and civic activities for Executive. Subject to the extent necessary to discharge the responsibilities assigned to the foregoing, Executive hereundermay not knowingly engage, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated directly or indirectly, in any other business, investment, or activity that materially interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, is materially contrary to the interests of Employer, or requires any material portion of Employee's business time. 1.4 In connection with Executive's employment by Employer, Employer will provide Executive access to confidential information pertaining to the business and services of Employer as is appropriate for Executive's employment responsibilities. Employer also shall provide to Executive the opportunity to develop business relationships pertaining to the business and services of Employer that are appropriate for Executive's employment responsibilities. 1.5 Executive acknowledges and agrees that, at all times during the employment relationship, Executive owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer. A violation or threatened violation of this provision may be enjoined by the courts. Subject to Section 5.7, the rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law. 1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer or any of its affiliates, involves a possible conflict of interest. In keeping with Executive's fiduciary duties to Employer, Executive agrees that during the employment relationship Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder not knowingly become involved in a diligent mannermaterial conflict of interest with Employer or its affiliates, or upon discovery thereof, knowingly allow such a conflict to continue beyond such period of time as is reasonably required under the circumstances. For Moreover, Executive agrees that Executive shall disclose to Employer's Chairman of the Board any material facts, which involve such a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval material conflict of interest that has not been approved by Employer's Chairman of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a A violation or threatened violation of this prohibition may be enjoined by the courts. Subject to Section 5.7, the rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law. 1.7 Executive and Employer each understand and acknowledge that the terms and conditions of this Agreement for constitute confidential information, and each shall keep confidential the Executive to (i) with the prior approval terms of the Board in each case (which approval this Agreement and shall not be unreasonably withheld disclose this confidential information to anyone other than their respective attorneys and tax advisors, or delayed), serve on corporate, civic as required or charitable boards compelled by law or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreementlegal proceeding. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for Employee, and Employee agrees to be employed by Employer, beginning as of the Term Effective Date and continuing through the second anniversary of the Effective Date (the “Term”) subject to the terms and conditions of this Agreement. 1.2 Beginning as hereinafter defined) of the Effective Date, Employee shall be employed by Employer performing substantially the same duties and responsibilities that he performed as its President and Chief Executive OfficerOfficer of VESystems under such title as may be determined by Employer in its sole discretion (hereinafter the “Position”). The Employee shall report to a corporate officer or manager designated by the Chief Executive Officer of Employer (the “CEO”) and shall have such management and oversight responsibilities duties and authority commensurate with his skills and experience as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may shall be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said BoardEmployer that are: (i) agreed to in writing by Employee; or (ii) reasonably compatible with the duties and authority of persons serving in a similar employment position with similar employers. The Executive shall report exclusively Employee agrees to serve in the Board assigned position or in such other capacities commensurate with his skills and further shall render such advice to the Board experience as said Board may be reasonably requested from time to time requestby Employer, as long as such other capacities are: (i) agreed to in writing by Employee; or (ii) not substantially different from the originally assigned position. In additionEmployee agrees to perform diligently and to the reasonable best of Employee’s abilities, and in a trustworthy, businesslike and efficient manner, the duties and services pertaining to the Position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions. 1.3 Employee shall at all times comply with and be subject to such policies and procedures not inconsistent with this Agreement as Employer may establish from time to time, including, without limitation, Employer’s Company Policy for Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee’s employment by Employer, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his Employee’s full business time and efforts energy to the performance of Employee’s duties hereunder and to the business and affairs of Employer. During the Company andperiod of Employee’s employment, to Employee may not engage, directly or indirectly, in any other business, profession, investment, or activity for compensation or otherwise that in the extent necessary to discharge good faith business determination of the responsibilities assigned to the Executive hereunder, use the ExecutiveCEO would materially interfere with Employee’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position performance of President and Chief Executive Officer. In performing such Employee’s duties hereunder, Executive shall comply is materially contrary to the interest of Employer or any of its parents, subsidiaries, divisions or other affiliates (including but not limited to VESystems Corporation and VESystems, LLC) (each an “Employer Entity”, or collectively, the “Employer Entities”), or requires any significant portion of Employee’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities that do not materially conflict with the policies business and procedures as adopted from time to time by affairs of the Board, shall give the Company the benefit Employer Entities or materially interfere with Employee’s performance of his special knowledge, skills, contacts duties hereunder. Employee may not serve on the board of directors of any entity other than an Employer Entity and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, charitable nonprofit organizations during the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the Term without prior approval of therefor from the Board. Such advisory services shall not unreasonably interfere with CEO or the services to be rendered by the Executive hereunder. (c) During the TermCEO’s designee, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)withheld. Employee shall be permitted to retain any compensation received for approved service, serve including approved service on corporateany unaffiliated corporation’s board of directors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutionsfidelity, and (iii) manage personal investmentsallegiance to act at all times in the best interests of Employer and the other Employer Entities and to do no act which would, so long as such activities do directly or indirectly, injure Employer Entities’ business, interests, or reputation. It is agreed that any direct interest in, connection with, or benefit from activities, particularly commercial activities, which interest might materially adversely affect Employer, or any other known Employer Entity, involves a possible conflict of interest. In keeping with Employee’s fiduciary duties to Employer, Employee agrees that Employee shall not significantly interfere or constitute become involved in a conflict of interest with Employer or any other Employer Entity, or upon discovery thereof, allow such a conflict to continue without obtaining a waiver of such conflicts from Employer. Moreover, Employee shall not engage in any activity that might reasonably involve a possible conflict of interest without first obtaining approval in accordance with the performance Code of Conduct. . Nothing contained in this Agreement shall be construed to preclude the transfer of Employee’s employment to another Employer Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof unless it involves a substantial elimination of responsibilities or benefits; provided, however, that, effective with such transfer, all of Employer’s obligations hereunder shall be assumed by and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term “Employer” as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Executiveterms and conditions of this Agreement, including without limitation, Employee’s responsibilities rights and obligations, shall remain in full force and effect following such transfer of employment, subject to the terms and conditions of Article 3. 1.6 Employee hereby represents, warrants and agrees that (i) Employee has the full power to enter into this Agreement and perform the services required of Employee as an employee of the Company Employer; (ii) in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall performing services as an employee of Employer, Employee will not be requiredknowingly violate the terms or conditions of any known agreement between Employee and any third party or knowingly, without infringe or wrongfully appropriate, any patents, copyrights, trade secrets or other intellectual property rights of any person or entity anywhere in the world; (iii) Employee has not and will not disclose or use during his consent, employment by Employer any confidential information that Employee acquired as a result of any previous employment or consulting arrangement that is subject to regularly report an obligation of confidentiality; and (iv) Employee has disclosed to Employer in writing (see Exhibit A) any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected and all continuing business obligations to travel others that require Employee not to the extent reasonably necessary disclose any information to fulfill his responsibilitiesEmployer.

Employment and Duties. (a) The Company hereby employs the Executive as Executive Vice President and General Counsel on the terms and conditions provided in this Agreement and Executive agrees to employ accept such employment subject to the terms and conditions of this Agreement. The Executive shall be responsible for management of the day-to-day legal affairs of the Company, shall perform the duties and responsibilities as are customary for the Term (officer of a corporation in such positions, and shall perform such other duties and responsibilities as hereinafter defined) as its President are reasonably determined from time to time by the Chief Executive Officer of the Company. The Executive shall report to and be supervised by the Company's Chief Executive Officer. The Executive shall have be based at the Company's offices in Upper Saddle River, New Jersey a minimum of three days per week, or such management and oversight responsibilities and authority as are necessary other place that shall constitute the Company's headquarters and, except for business travel incident to efficiently administer the affairs of her employment under this Agreement, the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to agrees the Executive are subject shall not be required to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Boardrelocate. The Executive shall report exclusively agrees to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his her attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s her reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of her positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted may be established from time to time by the Company's Board of Directors (the "Board, shall give "). Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere Executive's duties and responsibilities hereunder and, with the services respect to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to subsections (i) with and (ii) below, that such activity is pre-approved by the prior approval of the Board in each case Company's Chief Executive Officer: (which approval shall not be unreasonably withheld or delayed), i) serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 her personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby employs the Executive as Executive Vice President and General Manager, Sales Teams Business on the terms and conditions provided in this Agreement and Executive agrees to employ Executive for accept such employment subject to the Term (as hereinafter defined) as its President terms and Chief Executive Officerconditions of this Agreement. The Executive shall have such be responsible for management and oversight responsibilities and authority as are necessary to efficiently administer of the day-to-day affairs of the Company Company's Sales Teams Business, shall perform the duties and responsibilities as are customary for the officer of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Boardcorporation in such positions, and the Executive may be given shall perform such further other duties and responsibilities as are reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said Boardthe President of Global Sales and Marketing Services Group of the Company. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of supervised by the Company. (b) During the Term, 's President of Global Sales and excluding any periods of vacation and sick leave to which the Executive is entitled, Marketing Services Group. The Executive shall be based at the Company's offices in Upper Saddle River, New Jersey, or such other place that shall constitute the Company's headquarters. The Executive agrees to devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted may be established from time to time by the Company's Board of Directors (the "Board, shall give "). Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere Executive's duties and responsibilities hereunder and, with the services respect to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to subsections (i) with and (ii) below, that such activity is pre-approved by the prior approval Company's President of the Board in each case Global Sales and Marketing Services Group: (which approval shall not be unreasonably withheld or delayed), i) serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments; provided that with respect to such activities, so long as such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance all applicable laws and any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its Executive Vice President and Chief Executive Operating Officer. If requested by the Board of Directors of the Company (the "Board"), Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, as an executive officer and/or director of any subsidiaries and/or affiliated companies and shall comply with the policy of the Compensation Committee of the Board (the "Compensation Committee") with regard to retention or forfeiture of any director's fees. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (b) The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a an Executive Vice President and Chief Executive Operating Officer. All powers herein granted to the Executive are subject to supervisory approval of the BoardBoard and of the President and Chief Executive Officer of the Company (the "CEO"), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said BoardBoard and/or the CEO. The Executive shall report exclusively to the CEO and the Board and further shall render such advice to the CEO and Board as said CEO and/or Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (bc) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s 's reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (cd) During the Employment Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)case, serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s 's responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s 's services hereunder shall be at the offices of the Company Beazer Homes USA, Inc. in Ann ArborAtlanta, MichiganGeorgia, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty thirty-five (5035) miles from the Company’s 's current office location, provided Executive shall will be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for the Term (Employee, and Employee agrees to be employed by Employer, as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Effective Date and as are customary continuing until the date of a President and Chief Executive Officer. All powers herein granted termination of Employee's employment pursuant to the Executive are provisions of Article 3, subject to supervisory approval the terms and conditions of this Agreement. 1.2 As of the BoardEffective Date, Employee will be employed in an executive position as determined by the Halliburton Company's Board of Directors (the "Board of Directors"). Employee agrees to serve in the assigned position and to perform diligently and to the Executive may be given best of Employee's abilities the duties and services relating to such further position as reasonably related supervisory dutiesdetermined by Employer, powers as well as such additional or different duties and prerogatives as may be delegated services appropriate to him such positions which Employee from time to time may be reasonably directed to perform by said BoardEmployer. The Executive Employer and Employee are entering into this Agreement to ensure that Employee continues his employment with Employer until December 31, 2018 (the "Target Retirement Date"), which is the date on which Employee is scheduled to retire in accordance with the Employer's policy regarding mandatory retirement of Section 16 Officers, and to provide for certain covenants regarding Employee's activities subsequent to his employment by Employer. 1.3 Employee shall report exclusively at all times comply with and be subject to the Board such policies and further shall render such advice to the Board procedures as said Board Employer may establish from time to time requesttime, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"), Company Policy 3-90020, "Director and Executive Compensation Administration" (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, "Recoupment of Incentive Compensation", and Company Policy 3-90050, "Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities", all of which have been made available to Employee and are available under "COBC" or "Policies" as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 36(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. In additionBy signing this Agreement, Employee hereby represents and warrants that he has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the Company andinterest of Employer or any of its affiliated companies (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer's policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors to the extent necessary permitted under a Halliburton Entity's policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to discharge act at all times in the responsibilities assigned best interests of the Employer and the other Halliburton Entities and to the Executive hereunderdo no act which would, use the Executive’s reasonable best efforts to perform faithfully directly or indirectly, injure any such responsibilitiesentity's business, interests, or reputation. Executive It is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of President and Chief Executive Officerinterest. In performing such keeping with Employee's fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or the performance Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreementthe applicable Halliburton Entity's policies and procedures. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) 1.1 The Company Corporation hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Boardas CFO, and the Executive may agrees to such employment, all in accordance with the express terms, conditions, duties and obligations set forth in this Agreement. The parties agree that the relationship between the Corporation and the Executive created by this Agreement is that of employer and employee. 1.2 The Executive shall be given based at the Corporation’s headquarters located in Schaumburg, IL, although significant travel will be required during the course of performing assigned job duties. However, it is agreed upon by both parties that the Executive’s main place of employment shall be the Corporation’s headquarters located in Schaumburg, IL. 1.3 The Executive shall, during the term of this Agreement: (a) Perform all duties and responsibilities assigned to him as CFO, and shall report directly to the Chief Executive Officer (“CEO”). The Executive also will be required to perform such further reasonably other related supervisory duties, powers duties and prerogatives responsibilities as may be delegated assigned to him the Executive by the CEO, or his or her designee, from time to time by said Board. The Executive time, which related duties and responsibilities shall report exclusively to be in keeping with the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director general nature of the Companyduties of CFO or other leadership responsibilities as assigned. (b) During Devote the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all whole of his business time working time, attention and efforts ability to the business and affairs performance of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such his employment duties and responsibilities normally associated with as set out herein, and truly and faithfully serve the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval best interests of the BoardCorporation at all times. Such advisory Executive’s duties may include providing services shall not unreasonably interfere with for both the services to be rendered by the Executive hereunderCorporation and its affiliates. (c) During The Executive understands and agrees that his duties will include his providing personal services to customers of the TermCorporation and the affiliates. The Executive understands and agrees that, as a condition of performing services for such customers, it shall not may be a violation of this Agreement necessary to agree to reasonable restrictions imposed for the Executive to (i) with the prior approval protection of the Board in each case customer (which approval shall not be unreasonably withheld or delayedincluding, without limitation, confidentiality restrictions), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as agrees to abide by such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.reasonable restrictions (d) The principal location Executive acknowledges and agrees that he owes a duty of loyalty, fidelity, and allegiance under the laws of Ohio and applicable federal law to act at all times in the best interests of the Corporation. In keeping with these duties, the Executive shall make full disclosure to the Corporation of all business opportunities pertaining to the Corporation’s business and shall not appropriate for performance of the Executive’s services hereunder shall own benefit any such opportunities. 1.4 The Executive agrees to comply with all applicable laws and the Corporation’s written policies or rules, exercise the utmost degree of integrity, honesty, fidelity and good faith, and perform his duties with the utmost degree of expertise, care and ability that may be at expected of a person having the offices education, training and experience equivalent to the education, training and experience of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesExecutive.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for the Term (Employee, and Employee agrees to be employed by Employer, as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Effective Date and as are customary continuing until the date of a President and Chief Executive Officer. All powers herein granted termination of Employee's employment pursuant to the Executive are provisions of Article 3, subject to supervisory approval the terms and conditions of this Agreement. 1.2 As of the BoardEffective Date, Employee will be employed in an executive position as determined by the Halliburton Company's Board of Directors (the "Board of Directors"). Employee agrees to serve in the assigned position and to perform diligently and to the Executive may be given best of Employee's abilities the duties and services relating to such further position as reasonably related supervisory dutiesdetermined by Employer, powers as well as such additional or different duties and prerogatives as may be delegated services appropriate to him such positions which Employee from time to time may be reasonably directed to perform by said Board. The Executive Employer. 1.3 Employee shall report exclusively at all times comply with and be subject to the Board such policies and further shall render such advice to the Board procedures as said Board Employer may establish from time to time requesttime, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"), Company Policy 3-90020, "Director and Executive Compensation Administration" (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, "Recoupment of Incentive Compensation", and Company Policy 3-90050, "Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities", all of which have been made available to Employee and are available under "COBC" or "Policies" as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 36(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. In additionBy signing this Agreement, Employee hereby represents and warrants that he has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the Company andinterest of Employer or any of its affiliated companies (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer's policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors to the extent necessary permitted under a Halliburton Entity's policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to discharge act at all times in the responsibilities assigned best interests of the Employer and the other Halliburton Entities and to the Executive hereunderdo no act which would, use the Executive’s reasonable best efforts to perform faithfully directly or indirectly, injure any such responsibilitiesentity's business, interests, or reputation. Executive It is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of President and Chief Executive Officerinterest. In performing such keeping with Employee's fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or the performance Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreementthe applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (d"Subsequent Employer") The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of Executive’s services Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be at assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in Ann Arbor, Michigan, subject to reasonable travel requirements during the course full force and effect following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Company hereby employs the Executive on the terms and conditions provided in this Agreement and Executive agrees to employ accept such employment subject to the terms and conditions of this Agreement. Executive for has been employed as [Vice President of Finance] on the Term (as hereinafter defined) as its President date hereof and shall assume the title and duties of Chief Executive OfficerFinancial Officer on December 1, 2005. The Executive shall have such be responsible for the overall management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Company's financial operations, shall perform the duties and responsibilities as are customary for an officer of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Boardcorporation in such positions, and the Executive may be given shall perform such further other duties and responsibilities as are reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said Boardthe Company's CEO. The Executive shall report exclusively to and be supervised by the Board and further CEO. The Executive shall render be based at the Company's planned new office in Northern Virginia or such advice other place which shall be within a 30 mile radius thereof that shall constitute the Company's headquarters and, except for business travel incidental to the Board as said Board may from time to time request. In additionhis employment under this Agreement, during the Term the Company will cause agrees the Executive shall not be required to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave relocate. The Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted from time to time may be established by the Board, shall give CEO. Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere Executive's duties and responsibilities hereunder and, with the services respect to be rendered by the Executive hereunder. (c) During the Term, it shall not be service on a violation of this Agreement for the Executive corporate board pursuant to subsection (i) with or teaching pursuant to subsection (ii) below, that such activity is pre-approved by the prior approval of the Board in each case CEO, (which approval shall not be unreasonably withheld or delayed), i) serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann ArborCompany, Michigan, subject including but not limited to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities's Black-Out Insider Trading Policy and Amendment for Executives and Officers.

Employment and Duties. (aA) The Subject to the terms hereof, the Company hereby agrees employs the Executive: (i) with the titles of (in addition to employ Executive for the Term (such other titles as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionmutually agree): Chairman of the Board, during the Term the Company will cause the President and Chief Executive to be nominated for re-election as a Director Officer of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs ; Chairman of the Company andBoard, to President and Chief Executive Officer of the extent necessary to discharge Company's parent corporation, ELXSI Corporation, a Delaware corporation ("Parent"); and President and Chief Executive Officer of the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts Company's Cues Division ("Cues"); (ii) to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with respect to the Company and with respect to Parent, Cues and/or other subsidiaries or divisions of the Company and/or Parent ("Affiliated Companies") as are set forth in Annex 1 attached hereto and made part hereof (and/or such other duties and responsibilities, consistent with the position duties set forth on Annex 1, as the Company or its Board of President Directors and Chief Executive Officer. In performing such duties hereunder, the Executive shall comply with mutually agree) (the policies "Assigned Duties"); and procedures as adopted from time (iii) in such other capacities with, and to time by the Boardperform such other duties and responsibilities for, shall give the Company and Affiliated Companies as the benefit Company or its Board of Directors and the Executive shall mutually agree. (B) The Executive hereby: (i) accepts such employment; (ii) undertakes the responsibilities of such offices; (iii) agrees to perform the Assigned Duties; and (iv) agrees to devote substantially his entire professional time, attention and energies (reasonable vacation, periods of illness and the like excepted) to the performance of the Assigned Duties to the best of his special knowledge, skills, contacts and business experience, ability. Nothing set forth herein shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period be deemed to extend no later than May 1, 2007, prohibit the Executive may provide advisory services from attending to Beazer Homes USAhis investments, Inc. so as personal affairs and other business ventures, provided that the devotion of attention to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall such matters will not unreasonably interfere with the services to be rendered by the Executive hereunderExecutive's obligations hereunder nor constitute a violation of Section 8 or 9 hereof. (cC) During the TermIn performing his duties hereunder, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be work at the offices of the Company, Parent or Cues located in the Orlando, Florida metropolitan area, or such other location(s) as the Company in Ann Arboror its Board of Directors and the Executive shall mutually agree. However, Michigan, subject the Executive shall also render services at such other place or places within or without the United States as the Board of Directors may direct from time to reasonable travel requirements during time; provided that the course of such performance. Executive shall not be requiredrequired to render services away from the Orlando, without his consent, to regularly report to any office of the Company which is located Florida metropolitan area for more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiestwenty business days in any given twelve-month period.

Employment and Duties. (a) The Company hereby agrees to shall employ the Executive for the Term (as hereinafter defined) as its President Chief Operating Officer. The Executive will work from the Company's office and battery manufacturing center in the New Castle, Pennsylvania area and will report directly to the Chief Executive Officer. The · Executive shall have such management devote Executive's full time and oversight responsibilities effort, energies and authority abilities as are necessary to efficiently administer required in the affairs discretion of the Company and as are customary of a President and Chief Executive OfficerOfficer for the proper and efficient performance of such duties and responsibilities. All powers herein granted · Executive will devote Executive's full time, attention and ability to the Company's business and affairs; · Executive are subject to supervisory approval will not enter into the services of the Boardnor be employed in any capacity or for any purpose whatsoever by, and the any person, firm or corporation other than us, nor will Executive may be given such further reasonably related supervisory dutiesengaged in or by any business, powers and prerogatives as may be delegated to him from enterprise or undertaking other than your employment under this Employment Agreement unless Executive obtains our prior written approval; · From time to time by said Board. Executive will be called upon to travel in the course of performing his responsibilities for Axion; · And further The Executive's responsibilities shall specifically include all of the duties and responsibilities of the Chief Operating Officer including the following: · Executive shall report exclusively will work to develop a team focus while establishing boundaries and providing mentoring as required; · Executive will work to prepare the battery plant to be AGM centric in process and capable of sufficient production capacities for AGM and PbC production; · Executive will be responsible for establishing a Quality Control culture while working toward ISO 9001 certification for battery and electrode production; · Executive will be responsible for positive plate improvement for lead-acid and lead carbon products; · Executive will be a contributing member of the product approval/development team; · Executive will participate, or chair, regular engineering and production meetings; · Executive will work to improve overall manufacturing practices and improve organizational readiness; · Executive will be a member of, and a contributor to, the planning and strategy leadership group; · Executive will provide monthly written reports to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionCEO and, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company andif required, to the extent necessary to discharge board of directors, covering all direct reporting functions in the responsibilities assigned to Company; and the · Executive hereunder, use the Executive’s reasonable best efforts to will perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such any other duties and responsibilities normally associated consistent with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Operating Officer as adopted from time to time directed by the Board, shall give CEO or the Company the benefit board of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderdirectors. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company A. In accordance with the City Charter of the City of Punta Gorda, the City hereby agrees to employ Executive Employee as City Clerk, and Employee agrees to accept such employment, all subject to the terms and conditions set forth in this Agreement. 1. City Clerk shall have all the powers enumerated within the City Charter and the attached "Exhibit A". Employee agrees to act as City Clerk for the Term (as hereinafter defined) as its President City and Chief Executive Officer. The Executive shall have such management to carry out her responsibilities to the best of her ability, devoting all of her working time to the duties of her office and oversight responsibilities and authority as are necessary to efficiently administer all the affairs duties imposed on the City Clerk by the Charter of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the BoardCity, and such other duties as the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him City from time to time by said Boardmay require of her. 2. For compliance with all personnel policies and regulations, City Clerk will coordinate with the City Manager and the Human Resources office. 3. The Executive shall report exclusively City Clerk acknowledges and agrees to the Board comply with all applicable city, state and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for refederal laws regarding a drug-election as a Director of the Companyfree workplace. (b) During the Term, and excluding any periods of vacation and sick leave B. Nothing herein will limit Employee’s right to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company andmake passive investments, to the extent necessary participate in charitable service and organizations, other community activities and trade and professional organizations, or to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (undertake other activities which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of her duties hereunder, it being mutually agreed that her participation in charitable service, other community activities, and trade and professional C. It is recognized that Employee’s duties as City Clerk require a great deal of time outside of normal office hours. The parties recognize that Employee may choose to take occasional personal time off within the Executive’s responsibilities as an employee general area of the Company City of Punta Gorda during the City’s normal business hours, when her duties allow and her absence will not interfere with the efficient operation of City business; provided, however, that she is at all times immediately available electronically, except during periods of illness, vacation and other approved absences. Employee agrees that at all times, including personal time as set forth herein, she will conduct herself in accordance with this Agreementa professional manner and not bring discredit to the City or to the operation of its business. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann ArborD. As with all department head positions, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which employee is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel be reachable during off hours, except during absences covered by FMLA or the ADA. If employee is not going to be reachable, another employee in the extent reasonably necessary department needs to fulfill his responsibilitiesbe designated as the contact person.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the last date of the Initial Term as set forth on Exhibit “A” or the last day of the one-year term for which the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive of this Agreement shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted been automatically renewed pursuant to the Executive are “Renewal” provision as set forth on Exhibit "A" (the "Term"), subject to supervisory approval the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the Boardposition set forth on Exhibit A. Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities, provided that such assignment or modification is consistent with that of an officer of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the Executive may be given best of Employee’s abilities the duties and services appertaining to such further reasonably related supervisory dutiesposition as determined by Employer, powers as well as such additional or different duties and prerogatives as may be delegated services appropriate to him such position which Employee from time to time may be reasonably directed to perform by said BoardEmployer. The Executive Employee shall report exclusively at all times comply with and be subject to the Board such policies and further shall render such advice to the Board procedures as said Board Employer may establish from time to time request. In additiontime. 1.3 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of the Company andEmployer. Employee may not engage, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderdirectly or indirectly, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in any other business, investment, or activity that interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, Executive is contrary to the interests of Employer, or requires any significant portion of Employee's business time. 1.4 In connection with Employee's employment by Employer, Employer shall comply endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer's clients and potential clients that are appropriate for Employee's employment responsibilities. 1.5 Employee acknowledges and agrees that, at all times during the policies employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and procedures as adopted allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from time to time by the Board, shall give the Company using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for his special knowledge, skills, contacts own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that he learned while employed by Employer. Employee agrees that while employed by Employer and business experience, thereafter he shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company not knowingly take any action which interferes with the prior approval internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer or any of its affiliates, involves a possible conflict of interest. In keeping with Employee’s fiduciary duties to Employer, Employee agrees that during the Board. Such advisory services employment relationship Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairman any facts which might involve such a conflict of interest that has not been approved by Employer’s Chairman. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests which constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the performance Employee to Employer's Chairman may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its affiliates have not suffered, prompt elimination of the Executive’s responsibilities outside interest will suffice. In still others, it may be necessary for Employer to terminate the employment relationship. Employer and Employee agree that Employer's determination as an employee to whether a conflict of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder interest exists shall be at conclusive. Employer reserves the offices of right to take such action as, in its judgment, will end the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesconflict.

Employment and Duties. (a) The Company hereby agrees to employ employs the Executive for the Term (as hereinafter defined) as its President Vice Chairman and Chief Executive OfficerOfficer on the terms and conditions provided in this Agreement and Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall have such be responsible for the overall management and oversight responsibilities and authority as are necessary to efficiently administer the affairs operations of the Company Company, shall perform the duties and responsibilities as are customary for the officer of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Boardcorporation in such positions, and the Executive may be given shall perform such further other duties and responsibilities as are reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said the Company's Board of Directors (the "Board"). The Executive shall report to and be supervised by the Board. The Executive shall report exclusively be based at the Company's offices in Upper Saddle River, New Jersey or such other place which shall be within a twenty mile radius thereof that shall constitute the Company's headquarters and, except for business travel incident to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionhis employment under this Agreement, during the Term the Company will cause agrees the Executive shall not be required to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave relocate. The Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted from time to time may be established by the Board, shall give . Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval 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. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to : (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ the Executive for the Term (as hereinafter defined) as its Executive Vice President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Financial Officer of the Company and as are customary of a President the Executive agrees to be employed by the Company, on and Chief Executive Officer. All powers herein granted subject to the Executive are subject to supervisory approval terms of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Boardthis Agreement. The Executive shall report exclusively to and be subject to the Board authority and further shall render such advice to direction of the Chief Executive Officer and the Board of Directors of the Company and shall have such other responsibilities as said Board may from time to time request. In addition, during be reasonably prescribed by the Term Chief Executive Officer or the Company will cause the Executive to be nominated for re-election as a Director Board of Directors of the Company. (b) During the Term, and excluding any periods of vacation and sick leave . The Executive accepts such employment agrees to which the Executive is entitled, Executive shall devote substantially concentrate all of his business professional time and efforts to the business performance of the services described therein, including the performance of such other services and affairs responsibilities as the Chief Executive Officer or the Board of Directors of the Company and, may from time to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties time stipulate and responsibilities normally associated which shall not be inconsistent with the position of Executive Vice President and Chief Executive Financial Officer. In performing such duties hereunder, Executive shall comply with Without limiting the policies and procedures as adopted from time to time by generality of the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services ordinarily shall devote not less than five (5) days per week (except for vacations and regular business holidays observed by the Company) on a full-time basis, during normal business hours Monday through Friday. The Executive further agrees that when the performance of his duties reasonably requires, he shall be present on the Company’s premises or engaged in service to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into or on behalf of the Company at such times except during vacations, regular business holidays or weekends. Notwithstanding the foregoing, the Company agrees that the Executive shall have the right to participate in outside activities, including but not limited to serving on boards of directors for civic, charitable or business organizations, in a paid or unpaid capacity, so long as such activities are not in direct conflict with the prior approval Executive’s obligations as outlined herein. Further, the Executive shall have reasonable, limited use of the Board. Such advisory services shall not unreasonably interfere with Company’s resources and reasonable time during the services Company’s business hours to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, pursue such activities so long as such activities do not significantly unreasonably interfere or constitute a conflict of interest with the performance his obligations as President of the Executive’s responsibilities as an employee of Company. Upon request by the Company, the Executive agrees to furnish to the Company a list of organizations in accordance with this Agreement. (d) The principal location for performance which he is involved, including a description of Executive’s services hereunder shall be at his involvement in such organizations and the offices amount of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be remuneration received or expected to travel to the extent reasonably necessary to fulfill his responsibilitiesbe received from such involvement.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for Employee, and Employee agrees to be employed by Employer, beginning as of the Term Effective Date and continuing through December 31, 2008 (as hereinafter defined) as its President the "Term"), subject to the terms and Chief Executive Officerconditions of this Agreement. The Executive Term shall have such management and oversight responsibilities and authority as are necessary be automatically extended for successive 12-month periods unless either party provides written notice to efficiently administer the affairs other at least 90 days prior to the end of the Company and then current Term of such party's election not to extend the Term. 1.2 Beginning as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the BoardEffective Date, Employee shall continue to be employed by Employer and, as of January 5, 2007, be President, or serve in a more senior capacity, of Alpha Natural Resources, Inc., the indirect parent of Employer ("Alpha Natural Resources"), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director to the Board of Directors (the "Board of Directors") of Alpha Natural Resources. Employee shall report to the Chairman of the CompanyBoard of Directors of Alpha Natural Resources and Chief Executive Officer of Alpha Natural Resources (the "CEO"). Employee shall serve in the assigned positions or in such other executive capacities as may be agreed to, from time to time, between Employee and the CEO, Employer, the Board of Directors, and/or the Employer Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities, and in a trustworthy, businesslike and efficient manner, the duties and services pertaining to such positions as reasonably determined by the CEO, Employer and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the CEO, the Board of Directors and/or Employer. (b) During the Term1.3 Employee shall at all times comply with, and excluding any periods be subject to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, Alpha Natural Resources' Code of vacation Business Ethics (the "Code of Ethics"). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer and the Company andEmployer Entities. Employee may not engage, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderdirectly or indirectly, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in any other business, investment, or activity that interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, Executive shall comply is contrary to the interest of Employer or any of its parent entities, affiliated subsidiaries and divisions (each an "Employer Entity," or collectively, the "Employer Entities") or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the policies business and procedures as adopted from time to time by affairs of the Board, shall give the Company the benefit Employer Entities or interfere with Employee's performance of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent mannerhereunder. For a transition period to extend no later than May 1, 2007, the Executive Employee may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporatethe board of directors of any entity (other than an Employer Entity, civic related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, organization so long as such activities do not significantly interfere with Employee’s performance of his duties hereunder) during the Term without prior approval, which will not be unreasonably withheld, by the Board of Directors. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the best interests of the Employer and the other Employer Entities and to do no act which would, directly or constitute indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Employer Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with the performance Employer or any Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this AgreementEmployer's and Employer Entities' policies and procedures. 1.6 Nothing contained in this Agreement shall be construed to preclude the transfer of Employee's employment to another Employer Entity (d"Subsequent Employer") The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of Executive’s services Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be at assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein and any other terms referring and/or relating to Employer shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee's rights, compensation, benefits and obligations, shall remain in Ann Arborall material respects and taken as a whole, Michigan, subject no less favorable to reasonable travel requirements during the course Employee following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for the Term (Employee, and Employee agrees to be employed by Employer, as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Effective Date and as are customary continuing until the date of a President and Chief Executive Officer. All powers herein granted termination of Employee’s employment pursuant to the Executive are provisions of Article 3, subject to supervisory approval the terms and conditions of this Agreement. 1.2 As of the BoardEffective Date, and Employee will be employed as Senior Vice President, Internal Assurance. Employee agrees to serve in the Executive may be given assigned position or in such further reasonably related supervisory duties, powers and prerogatives other executive capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively Employer and to perform diligently and to the Board best of Employee’s abilities the duties and further shall render services relating to such advice position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time requestmay be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”), Company Policy 3-90020, “Director and Executive Compensation Administration” (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, “Recoupment of Incentive Compensation”, and Company Policy 3-90050, “Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities”, all of which have been made available to Employee and are available under “COBC” or “Policies” as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 36(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. In additionBy signing this Agreement, Employee hereby represents and warrants that Employee has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee’s employment by Employer, devote Employee’s full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee’s performance of Employee’s duties hereunder, is contrary to the Company andinterest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee’s performance of Employee’s duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent necessary permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to discharge act at all times in the responsibilities assigned best interests of Employer and the other Halliburton Entities and to the Executive hereunderdo no act which would, use the Executivedirectly or indirectly, injure any such entity’s reasonable best efforts to perform faithfully such responsibilitiesbusiness, interests, or reputation. Executive It is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of President and Chief Executive Officerinterest. In performing such keeping with Employee’s fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or the performance Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreementthe applicable Halliburton Entity’s policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee’s employment to another Halliburton Entity (d“Subsequent Employer”) The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of ExecutiveArticle 3 hereof; provided, however, that, effective with such transfer, all of Employer’s services obligations hereunder shall be at assumed by and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee’s rights and obligations, shall remain in Ann Arbor, Michigan, subject to reasonable travel requirements during the course full force and effect following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Company hereby employs the Executive as its Chief Executive Officer on the terms and conditions provided in this Agreement, and the Executive agrees to employ Executive for accept such employment, subject to the Term terms and conditions of this Agreement. In addition, within thirty (30) days of the Commencement Date (as hereinafter defineddefined in Section 2 below), the Executive shall be nominated by the Board of Directors (the “Board”) to serve as its President and Chief a member of the Board. If at the time of the termination of the Executive’s employment regardless of reason, the Executive Officeris a member of the Board, he hereby agrees to resign as a member of the Board, effective as of such date of termination. The Executive shall have such management perform the lawful duties and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary for and consistent with the Chief Executive Officer of a President full service financial services company of a similar size and capitalization as the Company, and shall perform such other duties and responsibilities as are consistent with his position as Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may as shall be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said the Board. The Executive shall report exclusively to and be supervised by the Board Board. The Executive shall be based at the Company’s executive offices in New York City, New York or such other place where such executive offices may hereafter be located within a twenty-five (25) mile radius of 42nd Street and further Park Avenue, Manhattan, New York City (but in no event shall render such advice the Executive be located in the state of New Jersey) and, except for reasonable business travel incident to the Board as said Board may from time to time request. In additionhis employment under this Agreement, during the Term the Company will cause agrees the Executive shall not be required to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave relocate. The Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted may be established by the Board from time to time by time. Notwithstanding the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to long as: (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities they do not significantly interfere or constitute a conflict of interest in any material respect with the performance of the Executive’s duties and responsibilities as an employee hereunder; and (ii) with respect to (a) service on the board of directors of a corporation or other business, or (b) any activity described in clause (2) below, such activity is pre-approved by the Company in accordance with this Agreement. Board: (d1) The principal location for performance of Executive’s services hereunder shall be at serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be requiredserve on any board or committee of any corporation or other business which competes with the “Business” (as defined in Section 10(a) below); (2) deliver lectures, without fulfill speaking engagements, or teach on a part-time basis at educational institutions; and (3) make investments in businesses or enterprises and man­age his consent, personal investments; provided that with respect to regularly report such activities Executive shall comply with any business conduct and ethics policy applicable generally to any office employees of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ Executive for has been duly elected chairman of the Term (as hereinafter defined) as its President USi Board of Directors, chief executive officer, director, and shall serve as, and have the title of "Chairman and Chief Executive Officer". The Executive shall have such management duties that are commensurate and oversight responsibilities consistent with those of board of director chairmen and chief executive officers in the Internet industry, subject to the authority as are necessary to efficiently administer the affairs and direction of the Company and as are customary Board of a President and Chief Executive OfficerDirectors of USi. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to serve as chairman of any executive or operating committee if formed by USi or the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director board of the Companydirectors. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time skills solely and efforts exclusively to the business interests and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilitiesUSi. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere be a partner, officer, director, stockholder, advisor, investor, creditor, or employee of any business competitive with USi's business without the services written consent of USi, which consent may be withheld in USi's sole discretion, provided, however, that nothing contained herein shall be deemed to be rendered by prevent Executive from investing his personal funds in the Executive hereundercapital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, provided he does not own more than two percent (2%) thereof. (c) During Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the Termbest interests of USi and to do no act which would knowingly injure the business, it interests, or reputation of USi or, to the best of his knowledge, any of its subsidiaries, affiliates or owners. In keeping with these duties, Executive shall make full disclosure to USi of all business opportunities pertaining to USi's business and shall not be a violation appropriate for Executive's own benefit business opportunities concerning the subject matter of this Agreement for the fiduciary relationship. (d) Executive to shall at all times comply with (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)all material applicable laws, serve on corporaterules and regulations related to Executive's responsibilities assumed hereunder and known to Executive, civic or charitable boards or committees, and (ii) all material written corporate and business policies and procedures of USi whether generally applicable to all of USi's employees or made specifically applicable to Executive as advised in advance by USi to Executive in writing but only to the extent such policies and procedures are not inconsistent with the prior approval other provisions of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be requirednot, without his consentthe prior written approval of USi, to regularly report which approval may withhold in its sole discretion, receive compensation or obtain any direct or indirect financial benefit for services rendered to any office of Person other than USi while employed by USi hereunder. As used herein, the Company which is located more than fifty (50) miles from the Company’s current office locationterm "Person" shall include all natural persons, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiescorporations, business trusts, associations, companies, partnerships, joint ventures and other entities and governments and agencies and political subdivisions.

Employment and Duties. (a) The Company hereby agrees to employ employs the Executive for the Term (as hereinafter defined) as its President and Chief Executive OfficerOfficer on the terms and conditions set forth in this Agreement and Executive agrees and does hereby accept such employment subject to the terms and conditions of this Agreement. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs be a senior executive officer of the Company and, 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 a corporation in such positions, and shall perform such other duties and responsibilities as are consistent with the position as the chief executive officer of a company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said the Company’s Board of Directors (the “Board”). The Executive shall report exclusively use his reasonable best efforts to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term hire for the Company will cause the Executive to be nominated for re-election as a Director of those employees employed and independent sales agents retained by GHY, Inc. identified by the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, The Executive shall report to and be supervised by the Board. (c) The Executive agrees to devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently his duties and responsibilities normally associated with as the position senior executive officer of President the Company as may be required or desirable to achieve the goals and Chief Executive Officerobjectives of the Company as established by the Board from time to time. In performing such duties hereunderPrior to the Effective Date, Executive shall comply resign from all positions he may have with any other company, partnership, limited liability company, business trust or any other firm, including but not limited to GHY, Inc. Notwithstanding the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities they do not significantly interfere or constitute a conflict of interest in any material respect with the performance of the Executive’s duties and responsibilities as an employee of hereunder: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); and (ii) make investments in businesses or enterprises and manage his consent, personal investments; provided that with respect to regularly report such activities Executive shall comply with any business conduct and ethics policy applicable to any office employees of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Subject to the terms of this Agreement, the Company hereby agrees to employ continue to employ, and Executive for the Term (as hereinafter defined) agrees to continue to serve, as its President and Chief Executive OfficerCEO. The duties and responsibilities of Executive shall have include the duties and responsibilities normally associated with such management positions and oversight such other executive officer duties and responsibilities and authority consistent with such positions as are necessary to efficiently administer the affairs Company's Board of Directors (the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the "Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board ") may from time to time requestreasonably assign in good faith to Executive. In addition, At all times during the Term the Company will cause Employment Period (as defined below), the Executive shall report directly to be nominated for re-election as a Director of the CompanyBoard. (b) During Executive shall continue to serve as a member of the Term, Board until the term of his directorship expires and excluding any periods of vacation and sick leave to which he is not re-elected or his earlier resignation or removal from the Board. As long as the Executive is entitledremains the CEO of the Company, the Nominating and Governance Committee will recommend the Executive for reelection to the Board. At the unanimous (with the Executive abstaining) request of the Board, upon termination of his employment by the Company for Cause (as defined below) or by the Executive without Good Reason (as defined below), the Executive shall resign as a member of the Board and any committees thereof and, in the absence of any other written resignation proffered to the Board, this Agreement shall constitute such a written resignation, effective upon the termination of employment by the Company for Cause or by the Executive without Good Reason. Executive shall devote substantially all of his business working time and efforts during the Company's normal business hours to the business and affairs of the Company and, and its subsidiaries and to the extent necessary to discharge diligent and faithful performance of the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated duly assigned to him pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the position prior written consent of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval consent shall not be unreasonably withheld withheld, as an officer or delayedmember of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses or charitable, educational or civic organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case), deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investmentsand (iv) shall be limited by Executive so as not to materially interfere, so long as such activities do not significantly interfere individually or constitute a conflict of interest in the aggregate, with the performance of the Executive’s 's duties and responsibilities as an employee of the Company in accordance with this Agreementhereunder. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. 1.1 Unless earlier terminated pursuant to Section 3.1 hereof, Executive’s term of employment hereunder shall commence on the date first written above and shall continue through February 1, 2011 (a) the “Term”), subject to the terms and conditions of this Agreement. The Company hereby agrees Term may be extended for successive one calendar year periods upon mutual agreement of the parties prior to employ the end of the then current Term, unless either party provides written notice at least 90 days prior to the end of the then current Term of such party’s election not to extend the Term. 1.2 As of the date first written above, Executive for shall continue to be employed as the Term (as hereinafter defined) as its President and Chief Executive OfficerOfficer of Employer and shall also continue to serve as Chief Executive Officer of Welding Services, Inc. (“WSI”) and HydroChem Holdings Inc. (“HHI”). The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted report to the Boards of Directors of Employer, WSI and HHI. To the extent requested by Aquilex Holdings LLC, Executive are subject agrees to supervisory approval serve as a manager of the Board, and the Aquilex Holdings LLC. Executive may be given agrees to serve in such further reasonably related supervisory duties, powers and prerogatives positions or in such other chief executive capacities as may be delegated to him reasonably requested from time to time by said BoardEmployer. The Executive shall report exclusively agrees to perform diligently and to the Board best of Executive’s abilities, and further shall render in a trustworthy, businesslike and efficient manner, the duties and services pertaining to such advice chief executive positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Executive from time to time request. In additionmay be reasonably directed to perform by Employer. 1.3 Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, Employer’s Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Executive shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermExecutive’s employment by Employer, devote Executive’s full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. During the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the period of Executive’s reasonable best efforts to perform faithfully such responsibilities. employment, Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated may not engage, directly or indirectly, in any other business, investment, or activity that in the good faith determination of the Board of Directors interferes with the position Executive’s performance of President and Chief Executive Officer. In performing such Executive’s duties hereunder, is contrary to the interest of Employer or any of its parents, affiliated subsidiaries and divisions, (each, an “Aquilex Entity” or, collectively, the “Aquilex Entities”), or requires any significant portion of Executive’s business time. The foregoing notwithstanding, the parties recognize and agree that Executive shall comply may engage in passive personal investments and other business activities that do not in the good faith determination of the Board of Directors conflict with the policies business and procedures as adopted from time to time by affairs of the Board, shall give the Company the benefit Aquilex Entities or interfere with Executive’s performance of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent mannerhereunder. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into not serve on the Company with board of directors of any entity other than an Aquilex Entity during the Term without prior approval therefor from the Board of Directors; provided, however, that Executive may serve on the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation board of this Agreement directors for the Executive to (i) with charitable organizations without the prior approval of the Board of Directors, provided that such service does not interfere with Executive’s performance of Executive’s duties hereunder. Executive shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors. 1.5 Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in each case (the best interests of Employer and the other Aquilex Entities and to do no act which approval would, directly or indirectly, injure any such entity’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Aquilex Entity, involves a possible conflict of interest. In keeping with Executive’s fiduciary duties to Employer, Executive agrees that Executive shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board become involved in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance Employer or any Aquilex Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Executive shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with Employer’s policies and procedures. Nothing contained in this Agreement. (d) The principal location for performance Agreement shall be construed to preclude the transfer of Executive’s services employment to another Aquilex Entity (“Subsequent Employer”) as of, or at any time after, the date first written above and no such transfer shall itself be deemed to be a termination of employment for purposes of Article 3 hereof unless it involves (i) a substantial elimination or diminution of responsibilities, compensation or benefits or (ii) employment by an Aquilex Entity the financial condition of which is substantially worse than that of the Employer; provided, however, that, effective with such transfer, all of Employer’s obligations hereunder shall be at assumed by and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term “Employer” as used herein shall thereafter be deemed amended to mean such Subsequent Employer; provided further, however, that this provision shall not apply in the case of any sale, merger or other corporate transaction of any Aquilex Entity unless it involves the circumstances described in clause (i) or (ii) of this sentence. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Executive’s rights and obligations, shall remain in Ann Arbor, Michigan, subject to reasonable travel requirements during the course full force and effect following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Company hereby agrees to employ Executive for During the Term (as hereinafter defineddefined in Section 4), the Company shall employ Executive in the position of Vice President Group Publisher of the Company and Operating Sub (as defined below) and such other positions as its President shall be given to Executive by the Board of Directors (the "BOARD") or the Company's Chairman of the Board and Chief Executive OfficerOfficer (the "CEO"). The Executive shall report to the CEO. Executive shall have such management responsibilities, duties and oversight responsibilities authorities reasonably accorded to and authority expected of such positions, as are necessary 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 vice president. Executive hereby accepts this employment upon the terms and conditions contained herein and agrees to efficiently administer devote his full business time, attention and efforts to promote and further the affairs business of the Company and as are customary the Company's to-be-formed operating subsidiary which will hold the assets of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval ACN upon consummation of the BoardAcquisition (referred to herein as "Operating Sub"), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionnot, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding be engaged in any periods of vacation and sick leave to which the Executive is entitledother business activity pursued for gain, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with profit or other pecuniary advantage without the prior approval written consent of the Board. Such advisory services shall not unreasonably interfere with However, the services to be rendered by the Executive hereunder. (c) During the Term, it foregoing limitations shall not be a violation of this Agreement for construed as prohibiting Executive from making personal passive investments in such form or manner as will neither require his services in the Executive to (i) with the prior approval operation or affairs of the Board companies or enterprises in each case (which approval such investments are made, nor violate the terms of Section 3 hereof. Notwithstanding the foregoing, Executive shall not also be unreasonably withheld or delayed), serve on corporate, civic or able to devote occasional business time to charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investmentscommunity activities, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance discharge of his duties and responsibilities to the Executive’s Company and Operating Sub. (b) Executive faithfully shall adhere to, execute and fulfill all policies established by the Board. (c) Executive shall be located at the Company's Eden Prairie, Minnesota office, or such other location in the greater Minneapolis/St. Xxxx, Minnesota metropolitan area or as the Executive and the Board may mutually determine, from which Executive shall execute his responsibilities as an employee hereunder. Executive understands and agrees that he shall be required to travel frequently for business reasons to and from the principal offices of, and on behalf of the Company in accordance with this Agreement. (d) The principal location for performance and Operating Sub, and Executive agrees that none of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable such travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty constitute Good Reason (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesas defined below).

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to employ serve the Company, as Senior Vice President. The Employee shall report to the Company’s President and Chief Executive for Officer and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles of Incorporation or Bylaws (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer ); provided, however, that the affairs of the Company and as are customary of Employee may be involved in a President and Chief Executive Officer. All powers herein granted passive capacity in a non-competitive business subject to the Executive are subject to supervisory prior written approval of the BoardCompany’s Board of Directors. Furthermore, the Employee shall assume and the Executive may be given competently perform such further reasonably related supervisory duties, powers reasonable responsibilities and prerogatives duties as may be delegated assigned to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive OfficerOfficer or the Board of Directors of the Company. In performing To the extent that the Company shall have any parent, subsidiary, affiliated corporation, partnership, or joint venture (collectively “Related Entities”), the Employee shall perform such duties hereunder, Executive shall comply with to promote these entities and their respective interests to the policies and procedures same extent as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee interests of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of without additional compensation. At all times, Employee agrees that he has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company in Ann Arbor, Michigan, subject or Related Entities has or hereafter adopts with respect to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesits executive officers or its employees generally.

Employment and Duties. (a) The Company hereby 1.1. Employer agrees to employ Executive, and Executive agrees to be employed by Employer, beginning as of the Effective Date and continuing for one year thereafter (the “Term”), subject to the terms and conditions of this Agreement. The Term shall automatically renew for successive one-year periods unless either Party provides the other Party with written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then current Term. 1.2. Upon the Effective Date, Executive shall be employed as hereinafter defined) as its President and Chief Executive OfficerOfficer of Employer. The Executive shall have such management agrees to serve in the assigned position and oversight responsibilities to perform diligently and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the best of Executive’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time may be reasonably directed to perform by said BoardEmployer. 1.3. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionshall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermExecutive’s employment by Employer, devote Executive’s full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. The foregoing notwithstanding, the Company and, to Parties recognize and agree that Executive may engage in passive personal investments and other business activities which do not conflict with the extent necessary to discharge business and affairs of the responsibilities assigned to the Executive hereunder, use the Employer or interfere with Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such performance of his duties and responsibilities normally associated with the position of President and Chief Executive Officerhereunder. In performing such duties hereunderthat regard, Executive shall comply with may serve on the policies and procedures as adopted from time board of directors of up to time by the Board, shall give the Company the benefit six corporations of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investmentschoice, so long as service on any such activities board simultaneously with his service on Employer’s Board of Directors, if such service is requested, does not constitute a violation of federal statutory provisions, or related rules and regulations, pertaining to interlocking directorships and the meeting times of such boards of directors do not significantly interfere conflict with the meeting times of Employer’s Board of Directors. Executive shall be permitted to retain any compensation received for such service on other corporations’ boards of directors. 1.4. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and to do no act which would intentionally injure Employer’s business, its interests, or constitute its reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any of its affiliates, involves a possible conflict of interest. In keeping with Executive’s fiduciary duties to Employer, Executive agrees that Executive shall not knowingly become involved in a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementEmployer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance1.5. Executive shall not be required, without his consent, to regularly report to Employer’s Board of Directors from time to time. 1.6. Executive may participate in meetings of Employer’s Board of Directors (the “Board”) as may be permitted by the Board and as relates to any office position as Chairman of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesBoard.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority serve as are necessary to efficiently administer the affairs Vice-President of the Company and shall serve as are customary an executive officer of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval each of the Board, Company's wholly-owned subsidiaries and the Executive may be given affiliates as such further reasonably related supervisory duties, powers offices and prerogatives as duties may be delegated to him from time to time by said Boardthe Company's Board of Directors, for a term commencing on the effective date of this Agreement and expiring on the date set forth in paragraph 7 of this Agreement. The Executive shall report exclusively agrees to serve the Company faithfully and to the Board best of his ability and further shall render to perform such advice services and duties of an executive nature in connection with the business, affairs and operations of the Company and any subsidiary of the Company as may be reasonably and in good faith assigned or delegated to the Board as said Board may him from time to time requestby or under the authority of the Board of Directors of the Company and consistent with the positions of Vice-President, and to use his best efforts in the promotion and advancement of the Company and its subsidiaries and their welfare and business. In additionExecutive shall perform his duties hereunder, to the extent as, is or may be reasonably necessary in connection therewith, at the Company's corporate headquarters; provided, however, that the Company acknowledges that Executive's physical presence at the Company's headquarters on a daily basis throughout the term of this Agreement is not necessarily required, having due regard to the ability of Executive to adequately interact with the Company's other employees by telephone, facsimile and computer. Executive's employment with the Company shall be Executive's primary employment during the Term term of this Agreement. As long as he is current in the performance of his duties, Executive may also engage in other business activities unrelated to his positions with the Company, provided that such other activities do not interfere with the satisfactory performance of his obligations hereunder and the Company will cause and Executive agree that Executive shall devote such time to his duties as, in his sole discretion, he deems necessary to adequately discharge such responsibilities under this Agreement and do not violate the Executive to be nominated for re-election as a Director terms and conditions of the CompanyParagraph 8 hereof. (b) During the Term, and excluding any periods term of vacation and sick leave to which the Executive is entitledemployment, Executive shall devote substantially all of his business time and efforts to be nominated by the business and affairs management of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures for election as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee director of the Company in accordance with this Agreement. (d) The principal location for performance at each meeting of Executive’s services hereunder shareholders at which his term of office as a director shall be expire. In addition, at the offices of his request, the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. shall have Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel elected to the extent reasonably necessary to fulfill his responsibilitiesBoard of Directors of each of its subsidiaries.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for Employee, and Employee agrees to be employed by Employer, as of the Term (Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as hereinafter defined) as its Vice President and Chief Executive OfficerTreasurer. The Executive shall have Employee agrees to serve in the assigned position or in such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives other executive capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively Employer and to perform diligently and to the Board best of Employee's abilities the duties and further shall render services appertaining to such advice position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time requestmay be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”), Company Policy 3-90020, “Director and Executive Compensation Administration” (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, “Recoupment of Incentive Compensation”, and Company Policy 3-90050, “Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities”, all of which have been made available to Employee and are available under “COBC” or “Policies” as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 32(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. In additionBy signing this Agreement, Employee hereby represents and warrants that he has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the Company andinterest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent necessary permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to discharge act at all times in the responsibilities assigned best interests of the Employer and the other Halliburton Entities and to the Executive hereunderdo no act which would, use the Executive’s reasonable best efforts to perform faithfully directly or indirectly, injure any such responsibilitiesentity's business, interests, or reputation. Executive It is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of President and Chief Executive Officerinterest. In performing such keeping with Employee's fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or the performance Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreementthe applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (d“Subsequent Employer”) The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of Executive’s services Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be at assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in Ann Arbor, Michigan, subject to reasonable travel requirements during the course full force and effect following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Company hereby employs the Executive as its Chief Financial Officer on the terms and conditions provided in this Agreement and Executive agrees to employ Executive for accept such employment subject to the Term (as hereinafter defined) as its President terms and Chief Executive Officerconditions of this Agreement. The Executive shall have such management be the chief financial and oversight responsibilities and authority as are necessary to efficiently administer the affairs chief accounting officer of the Company and as shall perform the duties and responsibilities that are customary for a chief financial officer of a President public company, including maintaining its books and Chief Executive Officer. All powers herein granted records of the Company, supervising the collection of revenues and the payment of expenses, preparing reports and statements for management and the stockholders of the Company, preparing the Company's quarterly and annual reports to be filed with the United States Securities and Exchange Commission, representing the Company to the Executive are subject to supervisory approval financial community and structuring and executing financing and capital raising activities on behalf of the Boardcompany, and the Executive may be given such further other duties and responsibilities that are reasonably related supervisory duties, powers and prerogatives as may be delegated to him determined from time to time by said the Company's Board of Directors (the "Board"). The Executive shall report to and be supervised by the Chief Executive Officer of the Company and the Board. The Executive shall report exclusively be based at the Company's offices in Orem, Utah, or such other place which shall be within a seventy-five mile radius thereof that shall constitute the Company's headquarters and, except for business travel incident to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionhis employment under this Agreement, during the Term the Company will cause agrees the Executive shall not be required to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave relocate. The Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his position and to accomplish the position goals and objectives of President and the Company as may be established by the Chief Executive Officer. In performing such duties hereunder, Executive shall comply with Officer of the policies Company and procedures as adopted from time to time by the Board, shall give . Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive Executive's duties and responsibilities hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to : (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) 1.1 The Company hereby Bank agrees to employ Executive, and Executive for agrees to be employed by the Term Bank, in the position set forth in Annex A attached hereto, beginning as of the Closing Date (as hereinafter defineddefined in the Merger Agreement) as its President (the “Effective Date”) and Chief Executive Officercontinuing until terminated pursuant to Article 3 hereof, subject to the terms and conditions of this Agreement. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs As of the Company Effective Date, this Agreement shall supersede and replace the Green Employment Agreement in its entirety. 1.2 If the Closing (as are customary of a President and Chief Executive Officer. All powers herein granted defined in the Merger Agreement) does not occur or if the Merger Agreement is terminated prior to the Executive are subject to supervisory approval consummation of the BoardMerger in accordance with its terms, this Agreement shall be of no force or effect, and the Green Employment Agreement and the Green CIC Plan shall remain in full force and effect. 1.3 Executive may be given agrees to serve in the assigned position and to perform diligently and to the best of Executive’s abilities the duties and services appertaining to such further reasonably related supervisory dutiesposition as determined by the Chief Executive Officer of the Bank (the “CEO”), powers as well as such additional or different duties and prerogatives as may be delegated services appropriate to him such position which Executive from time to time may be reasonably directed to perform by said Boardthe CEO and the Bank. The Executive shall report exclusively at all times comply with and be subject to such policies and procedures as the Board and further shall render such advice to the Board as said Board Bank may establish from time to time request. In additionand shall protect the business and reputation of the Bank. 1.4 Executive shall, during the Term period of Executive’s employment by the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the TermBank, devote Executive’s full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of the Company andBank and its respective subsidiaries. Executive may not engage, to directly or indirectly, in any other business, investment, or activity that interferes (without written approval from the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the CEO) with Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at duties hereunder, is contrary to the offices interests of the Company in Ann ArborBank and its respective subsidiaries and affiliates, Michiganor requires any significant portion of Executive’s business time. 1.5 In connection with Executive’s employment by the Bank, subject the Bank promises and agrees to reasonable travel requirements during provide Executive as of and from the course of such performance. Executive shall not be requiredEffective Date with access to Confidential Information (as defined below) pertaining to the business, without his consent, to regularly report to any office services and affairs of the Company which Bank and its subsidiaries and affiliates as is located more than fifty (50) miles from appropriate for Executive’s employment responsibilities, and to provide to Executive the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiespayments and benefits set forth in this Agreement.

Employment and Duties. (a) The Company hereby agrees to employ Executive for During the Term (as hereinafter defined) as its President and defined in Section 4), the Company shall employ Executive in the position of Chief Executive OfficerOfficer of the Company. The Executive shall have such management responsibilities, duties and oversight responsibilities authorities reasonably accorded to and authority expected of a chief executive officer, as are necessary well as those that may be established by Board of Directors of the Company from time to efficiently administer time (the affairs “Board”), which responsibilities, duties and authorities will be generally consistent with those of a chief executive officer. Executive hereby accepts this employment upon the terms and conditions contained herein. Executive agrees to devote a significant portion of his business time, attention and efforts to promote and further the business of the Company and as are customary of a President in no circumstance less time than that necessary to responsibly and Chief Executive Officerdiligently execute his duties hereunder. All powers herein granted Subject to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitledSection 3, Executive shall be able to devote substantially all the remainder of his business time to other commercial, charitable and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investmentscommunity activities, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance discharge of his duties and responsibilities to the Executive’s responsibilities Company. (b) Executive faithfully shall adhere to, execute and fulfill all policies established by the Board. (c) Executive shall not be required to be located in Little Rock Arkansas, but shall be present in Little Rock, Arkansas on a regular basis and as an employee necessary to diligently and responsibly fulfill his duties hereunder. Executive understands and agrees that he shall be required to travel for business reasons on behalf of the Company in accordance with this Agreementand Executive agrees that none of such travel requirements shall constitute Good Reason (as defined below). (d) The principal location for performance of So long as Executive’s services employment hereunder shall be at the offices of the Company in Ann Arborcontinuing, Michigan, subject to reasonable travel requirements during the course of such performance. and provided that Executive shall not be requiredin breach of any of his obligations hereunder, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected entitled to travel to one seat on the extent reasonably necessary to fulfill his responsibilitiesBoard of the Company.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its Division President-Charleston/Myrtle Beach/Savannah. The parties agree that effective on the date hereof Executive shall resign his position as Executive Vice President and Chief Operating Officer of the Company and any other positions he has with the Company’s subsidiaries and affiliates. If requested by the Board of Directors of the Company (the “Board”), Executive Officershall also serve on the Board without additional compensation, if requested. Executive shall also serve, if requested by the Board, as an executive officer and/or director of any subsidiaries and/or affiliated companies and shall comply with the policy of the Compensation Committee of the Board (the “Compensation Committee”) with regard to retention or forfeiture of any director’s fees. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company. (b) The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Division and as are customary of a President and Chief Executive Officeran Division President. All powers herein granted to the Executive are subject to supervisory approval of the BoardPresident and Chief Executive Officer of the Company (the “CEO”), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said BoardCEO. The Executive shall report exclusively to the Board CEO and further shall render such advice to the Board CEO as said Board CEO may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (bc) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (cd) During the Employment Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board CEO in each case (which approval shall not be unreasonably withheld or delayed)case, serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company Beazer Homes USA, Inc. in Ann ArborCharleston, MichiganSouth Carolina, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty thirty-five (5035) miles from the CompanyDivision’s current office locationlocation set forth above, provided Executive shall will be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for Employee, and Employee agrees to be employed by Employer, beginning as of the Term Effective Date and continuing until the date of termination of Employee's employment pursuant to the provisions of Article 3 ("Employment Period"), subject to the terms and conditions of the Agreement. 1.2 Beginning as hereinafter defined) of the Effective Date, Employee shall be employed as its President and Chief Executive Officer. The Executive shall have Employee agrees to serve in the assigned position or in such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives other key contributor capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively Employer and to perform diligently and to the Board best of Employee's abilities the duties and further shall render services pertaining to such advice positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time request. In addition, during the Term the Company will cause the Executive may be reasonably directed to be nominated for re-election as a Director of the Companyperform by Employer. (b) During the Term, 1.3 Employee shall at all times comply with and excluding any periods of vacation be subject to such policies and sick leave procedures as Employer may establish from time to which the Executive is entitled, Executive shall time. 1.4 The Employee agrees to devote substantially all of his reasonable attention and time during normal business time and efforts hours to the business and affairs of the Company Company, and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts Employee hereunder to perform faithfully and efficiently such responsibilities. Executive Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder; is required contrary to work those the interest of Employer or any of its affiliated subsidiaries and divisions, including Employer; or requires any significant portion of Employee's business hours customarily necessary to perform properly such duties time. The foregoing notwithstanding, the parties recognize and responsibilities normally associated agree that Employee may engage in passive personal investments and other business activities which do not conflict with the position business and affairs of President the Employer or interfere with Employee's performance of his duties hereunder. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors. 1.5 Employee acknowledges and Chief Executive Officeragrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and its affiliates and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. In performing such keeping with Employee's fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance Employer or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity which might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this AgreementEmployer's policies and procedures. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Subject to the terms of this Agreement, the Company hereby agrees to employ continue to employ, and Executive for the Term (as hereinafter defined) agrees to continue to serve, as its President and Chief Executive OfficerCEO. The duties and responsibilities of Executive shall have include the duties and responsibilities normally associated with such management positions and oversight such other executive officer duties and responsibilities and authority consistent with such positions as are necessary to efficiently administer the affairs Company's Board of Directors (the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the "Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board ") may from time to time requestreasonably assign in good faith to Executive. In addition, At all times during the Term the Company will cause Employment Period (as defined below), the Executive shall report directly to be nominated for re-election as a Director of the CompanyBoard. (b) During Executive shall continue to serve as a member of the Term, Board until the term of the Executive's directorship expires and excluding any periods of vacation and sick leave to which the Executive is entitlednot reelected or his earlier resignation or removal from the Board. As long as the Executive remains the CEO of the Company, the Nominating and Governance Committee will recommend the Executive for reelection to the Board. At the unanimous (with the Executive abstaining) request of the Board, upon termination of his employment by the Company for Cause (as defined below) or by the Executive without Good Reason (as defined below), the Executive shall resign as a member of the Board and any committees thereof and, in the absence of any other written resignation proffered to the Board, this Agreement shall constitute such a written resignation, effective upon the termination of employment by the Company for Cause or by the Executive without Good Reason. Executive shall devote substantially all of his business working time and efforts during the Company's normal business hours to the business and affairs of the Company and, and its subsidiaries and to the extent necessary to discharge diligent and faithful performance of the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with duly assigned to him pursuant to this Agreement. Notwithstanding the position of President and Chief foregoing, nothing herein shall preclude Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with performing services for such other companies as the prior approval of the Board in each case Company may designate or permit (which approval permission shall not be unreasonably withheld or delayedwithheld), serve on corporate, civic or charitable boards or committees, (ii) serving, with the prior approval written consent of the Board Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in each casethe case of a non-corporate entity) of noncompeting businesses or charitable, deliver lectureseducational or civic organizations, fulfill speaking engagements or teach at educational institutions(iii) engaging in charitable activities and community affairs, and (iv) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), (iii) manage personal investmentsand (iv) shall be limited by Executive so as not to materially interfere, so long as such activities do not significantly interfere individually or constitute a conflict of interest in the aggregate, with the performance of the Executive’s 's duties and responsibilities as an employee of the Company in accordance with this Agreementhereunder. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for Employee, and Employee agrees to be employed by Employer, beginning as of the Term Effective Date and continuing until the date of termination of Employee's employment pursuant to the provisions of Article 3 ("Employment Period"), subject to the terms and conditions of the Agreement. 1.2 Beginning as hereinafter defined) of the Effective Date, Employee shall be employed as its President Vice Chairman and Chief Executive Financial Officer. The Executive shall have Employee agrees to serve in the assigned position or in such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives other key contributor capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively Employer and to perform diligently and to the Board best of Employee's abilities the duties and further shall render services pertaining to such advice positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time request. In addition, during the Term the Company will cause the Executive may be reasonably directed to be nominated for re-election as a Director of the Companyperform by Employer. (b) During the Term, 1.3 Employee shall at all times comply with and excluding any periods of vacation be subject to such policies and sick leave procedures as Employer may establish from time to which the Executive is entitled, Executive shall time. 1.4 The Employee agrees to devote substantially all of his reasonable attention and time during normal business time and efforts hours to the business and affairs of the Company Company, and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts Employee hereunder to perform faithfully and efficiently such responsibilities. Executive Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder; is required contrary to work those the interest of Employer or any of its affiliated subsidiaries and divisions, including Employer; or requires any significant portion of Employee's business hours customarily necessary to perform properly such duties time. The foregoing notwithstanding, the parties recognize and responsibilities normally associated agree that Employee may engage in passive personal investments and other business activities which do not conflict with the position business and affairs of President the Employer or interfere with Employee's performance of his duties hereunder. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors. 1.5 Employee acknowledges and Chief Executive Officeragrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and its affiliates and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. In performing such keeping with Employee's fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance Employer or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity which might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this AgreementEmployer's policies and procedures. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. If requested by the Board of Directors of the Company (the "Board"), Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, as an executive officer and/or director of any subsidiaries and/or affiliated companies and shall comply with the policy of the Compensation Committee of the Board (the "Compensation Committee") with regard to retention or forfeiture of any director's fees. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (b) The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (bc) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s 's reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (cd) During the Employment Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)case, serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s 's responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s 's services hereunder shall be at the offices of the Company Beazer Homes USA, Inc. in Ann ArborAtlanta, MichiganGeorgia, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty thirty-five (5035) miles from the Company’s 's current office location, provided Executive shall will be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Subject to the terms of this Agreement, the Company hereby agrees to employ hire and employ, and Executive for agrees to serve, as the Term (as hereinafter defined) as its President and Chief Executive OfficerOfficer (“CEO”) of the Company. Executive also agrees to serve as a member of the Company’s Board of Directors (the “Board”) as well as the Board of XpresTest, Inc., Treat, Inc., and GCG Connect LLC. The duties and responsibilities of Executive shall have include the duties and responsibilities normally associated with such management positions and oversight such other executive officer duties and responsibilities as may be assigned from time to time. At all times during the Employment Period (as defined below), Executive shall report directly to the Board and authority as are necessary shall provide services to efficiently administer the affairs Company and any or all of its subsidiaries, including, without limitation, any entities acquired by or merged with the Company (collectively, “XpresSpa”). Executive shall serve in a loyal, faithful and trustworthy manner, and shall comply with all of the policies of the Company and XpresSpa, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and business ethics as are customary of a President and Chief Executive Officer. All powers herein granted from time to time in effect (as the Executive are subject to supervisory approval of the Board, and the Executive same may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him amended or modified from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Companyin its discretion). (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business working time and efforts during the Company’s normal business hours to the business and affairs of XpresSpa and the Company and, and to the extent necessary to discharge diligent and faithful performance of the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated duly assigned to him pursuant to this Agreement to the best of Executive’s abilities. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit at the Company’s discretion, (ii) serving, with the position prior written consent of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval consent shall not be unreasonably withheld withheld, as an officer or delayedmember of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of noncompeting businesses or charitable, educational or civic organizations, (iii) engaging in ​ charitable activities and community affairs and (iv) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case), deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investmentsand (iv) shall be limited by Executive so as not to materially interfere, so long as such activities do not significantly interfere individually or constitute a conflict of interest in the aggregate, with the performance of the Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreementhereunder. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ You will be employed in the role of Executive for Vice President, Global Brand Partnerships and You shall perform the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority duties of these roles as are necessary customary and as may be required by the Company. You will report to efficiently administer the affairs Chief Operating Officer, or to such other more senior position as the Board of Directors of the Company and as are customary of a President and Chief Executive Officershall determine. All powers herein granted to You will be based at the Executive are subject to supervisory approval of Company’s office in New York City, New York, or such other place within the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives New York City metropolitan area as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted determined from time to time by the BoardCompany. During Your employment with the Company, shall give You will devote Your full-time best efforts and business time and attention to the business of this Company, provided, however that we recognize the foregoing will be subject to You also fulfilling Your responsibilities as Chief Revenue Officer of Viggle Inc. under a shared services agreement between the Company and Viggle Inc. (the benefit “Shared Services Agreement”): The terms of his special knowledgethis sharing of Your full time and best efforts shall be subject to monitoring by the respective Boards of Directors or a committee constituted of disinterested members of each Board of Directors. Notwithstanding the foregoing, skillsif in Your discretion, contacts You determine that an event or action has arisen in which an actual or apparent conflict of interest exists between Your obligations to the Company and business experienceYour obligations to Viggle, including without limitation, a corporate opportunity available to either company or a commercial transaction between the companies, You shall perform his duties disclose the conflict to, and carry out his responsibilities hereunder shall refer such event or action for review and decision by, the Board of Directors of both Viggle, Inc. and the Company. You shall further recuse Yourself from participating in any review or decision of such proposed action as an officer of the Company. Your disclosure and recusal from a review or decision in accordance with the foregoing sentence shall not be a basis on which the Company may terminate Your employment for Cause pursuant to Sections 5(b) and (e) of this Agreement. The Company further acknowledges and agrees that during the Term: (i) You may continue or commence service as a director and officer (or in a diligent manner. For a transition period to extend no later than May 1, 2007, similar capacity) on the Executive may provide governing or advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into board of other business entities whose business is not competitive with that of the Company with the prior approval or any of the Board. Such advisory services its subsidiaries and shall not unreasonably interfere with involve a time commitment which shall impair Your ability to perform the services to be rendered by the Executive duties required hereunder. (cii) During You agree that Your commencement or continuation of service as described in this Agreement shall be subject to the review and approval of the Company’s Board of Directors (the “Board”) (based on the criteria of competitiveness and time commitment), so long as the Board’s discretion is not applied unreasonably. If the Board withdraws its approval for the continuation of Your service as described in (i) above, You agree that You shall promptly resign from such position. You and the Company agree that nothing in this Section applies to Your membership or contribution of Your non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Company or any of its subsidiaries, as determined by the Board. The Company acknowledges and agrees that during the Term, it shall not be You may devote a violation portion of this Agreement for the Executive Your business time to personal investments and outside business commitments, provided, however that: (i) such activities do not conflict with the prior approval business of the Board in each case (which approval shall not be unreasonably withheld Company or delayed), serve on corporate, civic or charitable boards or committeesany of its subsidiaries, (ii) such activities do not interfere, directly or indirectly, with the prior approval performance of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutionsYour obligations under this agreement, and (iii) manage personal investmentssuch activities do not result in a breach by the Company of any non-competition or any other similar type of agreement to which the Company or any of its subsidiaries may be a party. No provision of this agreement shall be construed to prohibit Your (i) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than two percent (2%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world, provided, however, that the ownership limitations of this clause shall not apply to (aa) Your ownership of any such securities through an open-end mutual fund or (bb) Your ownership of any such securities that precedes the Effective Date if, but only if, the issuer of the securities is not a competitor of the Company; or (ii) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Company or any of its subsidiaries. The Company additionally agrees that nothing in this agreement shall operate to prohibit Your acceptance of a testamentary gift, bequest, or its equivalent, nor Your retention of any such gift, bequest, or its equivalent following its delivery, so long as such activities do not significantly interfere or constitute a conflict of interest with You retain the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreementinterest(s) solely for investment purposes. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company Upon the terms and conditions set forth herein, the Corporation hereby agrees to employ Executive for the Term (Employee, and the Employee agrees to accept such employment and to perform his duties and responsibilities hereunder. Employee shall serve as hereinafter defined) as its the President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Officer of the Company Corporation and in such positions as are customary reasonably may be assigned by the Board of a President Directors of the 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 Chief Executive Officer. All powers herein granted essentially all of his time during normal business hours to the Executive are business of the Corporation, subject to supervisory approval vacations and sick leave. Employee shall, subject to the direction of the Board, and Board or the Executive may be given Committee, have, such further reasonably related supervisory duties, powers authority and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively perform such duties and functions incidental to the Board position that he holds with the Corporation or such other duties and further shall render such advice to the Board functions as said Board may from time to time requestbe assigned to him by the Board. In additionEmployee’s responsibilities will include, without limitation, the duties and responsibilities customarily associated with a Chief Executive Officer and Executive Committee. Employee shall cooperate fully with the Board, the Executive Committee and the other executive officers of the Corporation. Employee shall also be available to assist subsidiaries and affiliates of the Corporation. Employee shall not engage in any other business activity during the Term term of this Agreement which may interfere with his ability to discharge his duties and responsibilities to the Company will cause the Executive to be nominated for re-election as a Director of the CompanyCorporation. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts Employee represents to the business Corporation that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit Employee from executing this Agreement and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such performing fully his duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with or which would in any manner, directly or indirectly, limit or affect the policies duties and procedures as adopted from time responsibilities which may now or in the future be assigned to time Employee by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderCorporation. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Subject to the terms and conditions hereinafter set forth, the Company hereby agrees to employ Executive for employs the Term (Executive. During the Employment Term, as hereinafter defined) as its President and Chief , the Executive Officershall report to the Company’s chief executive officer. The Executive shall have such management work in developing and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Boardmanaging strategic sales opportunities. The Executive shall report exclusively to the Board also perform such other duties and further shall render such advice to the Board responsibilities as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of determined by the Company’s board of directors (the “Board”) or the Company’s chief executive officer, as long as such duties and responsibilities are consistent with those of a senior executive officer. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, The Executive shall devote substantially all of his business time and efforts to the business and affairs serve as a director of the Company andor any of its subsidiaries, if elected, and in such executive capacity or capacities with respect to any affiliate of the extent necessary Company to discharge the responsibilities assigned to the Executive hereunderwhich he may be elected or appointed, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly provided that such duties and responsibilities normally associated are consistent with those of a senior executive officer. During the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007Employment Term, the Executive may provide advisory shall receive no additional compensation for services rendered pursuant to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderthis Paragraph 1(b). (c) During Unless terminated earlier as provided for in Paragraph 1(d) or Paragraph 6 of this Agreement, this Agreement shall have a term commencing as of the Term, it shall not be a violation date of this Agreement and expiring on the first anniversary date thereof. Notwithstanding the foregoing, the parties may mutually agree to extend the initial term for successive one-year periods, which agreement by the Executive to (i) with the prior approval of the Board in each case (which approval Company shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with in the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company event that Executive achieves strategic sales in accordance with this Agreementthe Company’s 2006 strategic sales commission Plan, attached as Exhibit A hereto (“Strategic Sales Plan”). (d) The principal location for performance Notwithstanding the provisions of Paragraph 1(c) of this Agreement, as long as this Agreement shall not have been terminated pursuant to Paragraph 6(a), (b) or (c) of this Agreement, the Executive’s services hereunder , on ninety (90) days written notice to the Board, shall have the right to terminate the Employment Term, in which event (i) the Employment Term shall end on the date set forth in such notice with the same effect as if such date were the last day of the Employment Term set forth in Paragraph 1(c) of this Agreement, and (ii) such termination of the Employment Term by the Executive shall be at deemed to be Retirement by the offices of the Company Executive as such term is defined in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to Retirement Plan (the extent reasonably necessary to fulfill his responsibilitiesterms and conditions of which are incorporated by reference herein).

Employment and Duties. (a) The During the Term of Employment, as defined in Section 2 of this Article I, the Company hereby agrees to employ employs the Executive for and the Term (as hereinafter defined) Executive hereby accepts full time employment by the Company as its President and Chief Executive Operating Officer, on the terms and conditions set forth in this Agreement. The Executive shall perform the duties and have such management and oversight the responsibilities and authority as are necessary to efficiently administer customary for the affairs position of the Company and as are customary of a President and Chief Executive Operating Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, including such duties and the Executive may responsibilities as shall reasonably be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated assigned to him from time to time by said Board(a) the Board of Directors of the Company (the "Board of Directors"), (b) the Chief Executive Officer or Chief Operating Officer of Triarc, or (c) the Chief Executive Officer of the Company. During the Term of Employment the Executive shall also serve as President and Chief Operating Officer of Mistic and Royal Crown as well as President and Chief Operating Officer of TBHC and in such additional offices or capacities of the Company and/or its affiliates to which the Executive may be elected or appointed from time to time with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive shall report exclusively not be entitled to any additional compensation for such service. Such duties shall be performed by the Board Executive primarily at the corporate headquarters of the Company which will be located in the New York Metropolitan Area; provided, however, that the Executive acknowledges and further shall render such advice agrees that his duties hereunder may require the Executive to engage in a reasonable amount of travel outside the Board as said Board may New York Metropolitan Area, from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Companytime. (b) During the TermTerm of Employment, and excluding any periods of vacation and sick leave to which the Company shall take steps so that the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs will be elected as a member of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position Board of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval Directors of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the TermCompany, it shall not be a violation of this Agreement for the Executive to TBHC and Mistic, as long as (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, such corporation remains a separate legal entity and (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as he shall be an employee of the Company in accordance with this Agreementor an officer of TBHC and Mistic, respectively. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby employs the Executive as Executive Vice President and General Manager on the terms and conditions provided in this Agreement and Executive agrees to employ accept such employment subject to the terms and conditions of this Agreement. The Executive shall be responsible for management of the day-to-day affairs of the Company's Medical Devices and Diagnostics Division, shall perform the duties and responsibilities as are customary for the Term (officer of a corporation in such positions, and shall perform such other duties and responsibilities as hereinafter defined) as its President and are reasonably determined from time to time by the Chief Executive Officer and the Chief Operating Officer of the Company. The Executive shall report to and be supervised by the Company's Chief Executive Officer and the Chief Operating Officer. The Executive shall have be based at the Company's offices in Upper Saddle River, New Jersey, or such management and oversight responsibilities and authority as are necessary to efficiently administer other place that shall constitute the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said BoardCompany's headquarters. The Executive shall report exclusively agrees to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted may be established from time to time by the Company's Board of Directors (the "Board, shall give "). Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere Executive's duties and responsibilities hereunder and, with the services respect to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to subsections (i) with and (ii) below, that such activity is pre-approved by the prior approval of Company's Chief Executive Officer or the Board in each case Chief Operating Officer: (which approval shall not be unreasonably withheld or delayed), i) serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1. Employer agrees to employ Executive, and Executive agrees to be employed by Employer, beginning as of the Effective Date and continuing for one year thereafter (the Term (as hereinafter defined) as its President “Term”), subject to the terms and Chief Executive Officerconditions of this Agreement. The Term shall automatically renew for successive one-year periods unless either Party provides the other Party with written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then current Term. 1.2. Upon the Effective Date, Executive shall have such management be employed as Chief Operations Officer of Employer. Executive agrees to serve in the assigned position and oversight responsibilities to perform diligently and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the best of Executive’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time may be reasonably directed to perform by said BoardEmployer. 1.3. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionshall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermExecutive’s employment by Employer, devote Executive’s full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. The foregoing notwithstanding, the Company and, to Parties recognize and agree that Executive may engage in passive personal investments and other business activities which do not conflict with the extent necessary to discharge business and affairs of the responsibilities assigned to the Executive hereunder, use the Employer or interfere with Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such performance of his duties and responsibilities normally associated with the position of President and Chief Executive Officerhereunder. In performing such duties hereunderthat regard, Executive shall comply with may serve on the policies and procedures as adopted from time board of directors of up to time by the Board, shall give the Company the benefit six corporations of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investmentschoice, so long as service on any such activities board simultaneously with his service on Employer’s Board of Directors, if such service is requested, does not constitute a violation of federal statutory provisions, or related rules and regulations, pertaining to interlocking directorships and the meeting times of such boards of directors do not significantly interfere conflict with the meeting times of Employer’s Board of Directors. Executive shall be permitted to retain any compensation received for such service on other corporations’ boards of directors. 1.4. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and to do no act which would intentionally injure Employer’s business, its interests, or constitute its reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any of its affiliates, involves a possible conflict of interest. In keeping with Executive’s fiduciary duties to Employer, Executive agrees that Executive shall not knowingly become involved in a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementEmployer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance1.5. Executive shall not be required, without his consent, to regularly report to any office Employer’s Board of Directors from time to time. 1.6. Executive may participate in meetings of Employer’s Board of Directors (the Company which is located more than fifty (50“Board”) miles from as may be permitted by the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesBoard.

Employment and Duties. (a) 1.1 The Company hereby agrees to employ Executive for the Term (Employee, and Employee agrees to be employed by Company, beginning as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Effective Date and as are customary continuing until the date of a President and Chief Executive Officer. All powers herein granted termination of Employee's employment pursuant to the Executive are provisions of Article 3 ("Employment Period"), subject to supervisory approval the terms and conditions of the BoardAgreement. 1.2 As of the Effective Date, Employee shall be employed as General Counsel and Secretary of the Executive may be given Company. Employee agrees to serve in the assigned position or in such further reasonably related supervisory duties, powers and prerogatives other capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively the Company, and to perform diligently and to the Board best of Employee's abilities the duties and further shall render services pertaining to such advice positions as reasonably determined by Company, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time request. In addition, during the Term the Company will cause the Executive may be reasonably directed to be nominated for re-election as a Director of perform by the Company. (b) During 1.3 Employee shall at all times comply with and be subject to such policies and procedures as the Term, Company may establish from time to time. 1.4 The Employee agrees to devote reasonable attention and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his time during normal business time and efforts hours to the business and affairs of the Company Company, and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts Employee hereunder to perform faithfully and efficiently such responsibilities. Executive Employee may not engage, directly or indirectly, in any other business, investment, or activity that: interferes with Employee's performance of Employee's duties hereunder; is required contrary to work those the interest of the Company or any of its affiliated subsidiaries and divisions, including Company; or requires any significant portion of Employee's business hours customarily necessary to perform properly such duties time. The foregoing notwithstanding, the parties recognize and responsibilities normally associated agree that Employee may engage in passive personal investments and other business activities which do not conflict with the position business and affairs of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably or interfere with the services to be rendered by the Executive Employee's performance of Employee's duties hereunder. (c) During 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the Termbest interests of the Company and its affiliates, it and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. In keeping with Employee's fiduciary duties to the Company, Employee agrees that Employee shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance Company, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity which might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities's policies and procedures.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to employ serve the Company, as Chief Financial Officer. The Employee shall report to the Company’s President and Chief Executive for Officer and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which she is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote her best efforts and substantially all of her business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer ); provided, however, that the affairs of the Company and as are customary of Employee may be involved in a President and Chief Executive Officer. All powers herein granted passive capacity in a non-competitive business subject to the Executive are subject to supervisory prior written approval of the BoardCompany’s Board of Directors; provided further, however, that the Employee may retain her position on the board of directors of Conn’s, Inc. and any committees thereof without any further written approval of the Executive may be given Company’s Board of Directors. Furthermore, the Employee shall assume and competently perform such further reasonably related supervisory duties, powers reasonable responsibilities and prerogatives duties as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted her from time to time by the Board, shall give Board of Directors of the Company. To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (collectively “Related Entities”), the benefit of his special knowledge, skills, contacts and business experience, Employee shall perform his such duties to promote these entities and carry out his responsibilities hereunder in a diligent manner. For a transition period their respective interests to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so same extent as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee interests of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of without additional compensation. At all times, Employee agrees that she has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company in Ann Arboror Related Entities has or hereafter adopts with respect to its executive officers or its employees generally, Michiganincluding without limitation, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesXxxxxxx Xxxxxxx Policy and Code of Ethics and Business Conduct.

Employment and Duties. (a) The Company hereby employs the Executive as President and Chief Operating Officer on the terms and conditions provided in this Agreement and Executive agrees to employ accept such employment subject to the terms and conditions of this Agreement. The Executive shall be responsible for management of the day-to-day operations of the Company, shall perform the duties and responsibilities as are customary for the Term (officer of a corporation in such positions, and shall perform such other duties and responsibilities as hereinafter defined) as its President are reasonably determined from time to time by the Chief Executive Officer of the Company. The Executive shall report to and be supervised by the Company's Chief Executive Officer. The Executive shall have be based at the Company's offices in Upper Saddle River, New Jersey or such management and oversight responsibilities and authority as are necessary other place that shall constitute the Company's headquarters and, except for business travel incident to efficiently administer the affairs of his employment under this Agreement, the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to agrees the Executive are subject shall not be required to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Boardrelocate. The Executive shall report exclusively agrees to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated with of his positions and to accomplish the position goals and objectives of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures Company as adopted may be established from time to time by the Company's Board of Directors (the "Board, shall give "). Notwithstanding the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007foregoing, the Executive may provide advisory services engage in the following activities (and shall be entitled to Beazer Homes USA, Inc. so retain all economic benefits thereof including fees paid in connection therewith) as to expedite and facilitate his full time transition into the Company long as they do not interfere in any material respect with the prior approval performance of the Board. Such advisory services shall not unreasonably interfere Executive's duties and responsibilities hereunder and, with the services respect to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to subsections (i) with and (ii) below, that such activity is pre-approved by the prior approval of the Board in each case Company's Chief Executive Officer: (which approval shall not be unreasonably withheld or delayed), i) serve on corporate, civic or 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) with the prior approval of the Board in each case, 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 personal investments, so long as ; provided that with respect to such activities do not significantly interfere or constitute a conflict of interest Executive shall comply with the performance any business conduct and ethics policy applicable to employees of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to continue to employ Executive for the Term (Employee, and Employee agrees to continue to be employed by Employer, as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Effective Date and as are customary continuing until the date of a President and Chief Executive Officer. All powers herein granted termination of Employee’s employment pursuant to the Executive are provisions of Article 3, subject to supervisory approval the terms and conditions of this Agreement. 1.2 As of the BoardEffective Date, and Employee is employed as Senior Vice President - Drilling & Evaluation. Employee agrees to serve in the Executive may be given assigned position or in such further reasonably related supervisory duties, powers and prerogatives other executive capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively Employer and to perform diligently and to the Board best of Employee's abilities the duties and further shall render services appertaining to such advice position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time requestmay be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”), Company Policy 3-90020, “Director and Executive Compensation Administration” (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, “Recoupment of Incentive Compensation”, and Company Policy 3-90050, “Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities”, all of which have been made available to Employee and are available under “COBC” or “Policies” as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 32(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. In additionBy signing this Agreement, Employee hereby represents and warrants that he has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee's employment by Employer, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the Company andinterest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent necessary permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to discharge act at all times in the responsibilities assigned best interests of the Employer and the other Halliburton Entities and to the Executive hereunderdo no act which would, use the Executive’s reasonable best efforts to perform faithfully directly or indirectly, injure any such responsibilitiesentity's business, interests, or reputation. Executive It is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of President and Chief Executive Officerinterest. In performing such keeping with Employee's fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or the performance Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreementthe applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (d“Subsequent Employer”) The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of Executive’s services Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be at assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in Ann Arbor, Michigan, subject to reasonable travel requirements during the course full force and effect following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to employ Executive for serve the Term (Company, as hereinafter defined) as its President and Chief Executive Officer. The Executive Employee shall have report directly to the Company’s Board of Directors and shall render to the Company such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs policy-making services of the Company and as type customarily performed by persons serving in similar capacities with other employers that are customary of a President and Chief Executive Officer. All powers herein granted similar to the Executive are Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to supervisory the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined); provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the BoardCompany’s Board of Directors. Furthermore, the Employee shall assume and the Executive may be given competently perform such further reasonably related supervisory duties, powers reasonable responsibilities and prerogatives duties as may be delegated assigned to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of Directors of the Company. . To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (b) During collectively “Related Entities”), the Term, Employee shall perform such duties to promote these entities and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts their respective interests to the business and affairs same extent as the interests of the Company andwithout additional compensation. At all times, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderEmployee agrees that he has read and will abide by, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President prospectively will read and Chief Executive Officer. In performing such duties hereunderabide by, Executive shall comply with the policies and procedures as adopted from time to time by the Boardany employee handbook, shall give policy, or practice that the Company the benefit of his special knowledgeor Related Entities has or hereafter adopts with respect to its executive officers or its employees generally, skillsincluding without limitation, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesXxxxxxx Xxxxxxx Policy and Code of Ethics and Business Conduct.

Employment and Duties. (a) The During the Term of Employment, as defined in Section 2 of this Article I, the Company hereby agrees to employ employs the Executive for and the Term (as hereinafter defined) Executive hereby accepts full time employment by the Company as its President and Chief Executive Officer, on the terms and conditions set forth in this Agreement. The Executive shall perform the duties and have such management and oversight the responsibilities and authority as are necessary to efficiently administer customary for the affairs position of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, including such duties and the Executive may responsibilities as shall reasonably be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated assigned to him from time to time by said Board(a) the Board of Directors of the Company (the "Board of Directors") or (b) the Chief Executive Officer or Chief Operating Officer. During the Term of Employment the Executive shall also serve as Chief Executive Officer of Mistic and Royal Crown as well as Chief Executive Officer of TBHC and in such additional offices or capacities of the Company and/or its affiliates to which the Executive may be elected or appointed from time to time with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive shall report exclusively not be entitled to any additional compensation for such service. Such duties shall be performed by the Board Executive primarily at the corporate headquarters of the Company which will be located in the New York Metropolitan Area; provided, however, that the Executive acknowledges and further shall render such advice agrees that his duties hereunder may require the Executive to engage in a reasonable amount of travel outside the Board as said Board may New York Metropolitan Area, from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Companytime. (b) During the TermTerm of Employment, and excluding any periods of vacation and sick leave to which the Company shall take steps so that the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs will be elected as a member of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position Board of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval Directors of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the TermCompany, it shall not be a violation of this Agreement for the Executive to TBHC and Mistic, as long as (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, such corporation remains a separate legal entity and (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as he shall be an employee of the Company in accordance with this Agreementor an officer of TBHC and Mistic, respectively. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. Effective April 20, 2009 (a) The the “Effective Date”), the Company hereby agrees to shall employ Executive for the Term (to serve as hereinafter defined) as its Vice President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Financial Officer of the Company and as are customary of a Vice President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval Financial Officer of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionOperating Subsidiary, during the Term the Company will cause the (as such term is defined in Section 3). Executive to be nominated for re-election accepts such employment as a Director of the Company. (b) During Effective Date on the Term, terms and excluding any periods of vacation and sick leave to which the Executive is entitled, conditions set forth in this Agreement. Executive shall devote substantially all perform the duties of his business time Vice President and efforts to the business and affairs Chief Financial Officer of the Company and, to and of the extent necessary to discharge the responsibilities Operating Subsidiary and shall perform such other duties consistent with such positions as may be assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give Chief Executive Officer of the Company or the benefit Board of his special knowledge, skills, contacts Directors of the Company or the Operating Subsidiary (individually a “Board,” and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007collectively, the “Boards”). Executive may provide advisory services shall devote his best efforts and skills to Beazer Homes USA, Inc. so as to expedite the business and facilitate his full time transition into interests of the Company with and the prior approval of Operating Subsidiary on a full-time basis, provided, however, that, to the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as extent such activities do not significantly interfere or constitute a conflict of interest with adversely affect the performance of his responsibilities to the ExecutiveCompany and the Operating Subsidiary hereunder, Executive may (i) manage his personal investments and participate in charitable and civic affairs and (ii) serve on the boards of directors of for-profit or non-profit corporations if approved by the Boards, such approval not to be unreasonably withheld. Executive shall at all times observe and abide by the Company’s responsibilities and the Operating Subsidiary’s written policies and procedures as in effect from time to time. At the request of either Board, Executive shall also serve as an employee officer and/or director of the Company other companies in accordance with this Agreement. (d) The principal location for performance which they have a right to designate officers and/or directors, respectively. Upon termination of Executive’s services hereunder employment with the Company and the Operating Subsidiary for any reason, Executive shall promptly resign and shall be deemed to have resigned from all positions as officer and director of each of the Westell Companies and each other company as to which Executive has been serving as an officer or director at the offices request of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesBoards.

Employment and Duties. (a) 1.1 The Company Corporation hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Boardas CFO, and the Executive may agrees to such employment, all in accordance with the express terms, conditions, duties and obligations set forth in this Agreement. The parties agree that the relationship between the Corporation and the Executive created by this Agreement is that of employer and employee. 1.2 The Executive shall be given based at the Corporation’s headquarters located in Schaumburg, IL, although significant travel will be required during the course of performing assigned job duties. However, it is agreed upon by both parties that the Executive’s main place of employment shall be the Corporation’s headquarters located in Schaumburg, IL. 1.3 The Executive shall, during the term of this Agreement: (a) Perform all duties and responsibilities assigned to him as CFO, and shall report directly to the President/Chief Executive Officer (“CEO”). The Executive also will be required to perform such further reasonably other related supervisory duties, powers duties and prerogatives responsibilities as may be delegated assigned to him the Executive by the CEO from time to time by said Board. The Executive time, which related duties and responsibilities shall report exclusively to be in keeping with the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director general nature of the Companyduties of CFO or other leadership responsibilities as assigned. (b) During Devote the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all whole of his business time working time, attention and efforts ability to the business and affairs performance of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such his employment duties and responsibilities normally associated with as set out herein, and truly and faithfully serve the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval best interests of the BoardCorporation at all times. Such advisory Executive’s duties may include providing services shall not unreasonably interfere with for both the services to be rendered by the Executive hereunderCorporation and its affiliates. (c) During The Executive understands and agrees that his duties will include his providing personal services to customers of the TermCorporation and the affiliates. The Executive understands and agrees that, as a condition of performing services for such customers, it shall not may be a violation of this Agreement necessary to agree to reasonable restrictions imposed for the Executive to (i) with the prior approval protection of the Board in each case customer (which approval shall not be unreasonably withheld or delayedincluding, without limitation, confidentiality restrictions), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as agrees to abide by such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.reasonable restrictions (d) The principal location Executive acknowledges and agrees that he owes a duty of loyalty, fidelity, and allegiance under the laws of Ohio and applicable federal law to act at all times in the best interests of the Corporation. In keeping with these duties, the Executive shall make full disclosure to the Corporation of all business opportunities pertaining to the Corporation’s business and shall not appropriate for performance of the Executive’s services hereunder shall own benefit any such opportunities. 1.4 The Executive agrees to comply with all applicable laws and the Corporation’s written policies or rules, exercise the utmost degree of integrity, honesty, fidelity and good faith, and perform his duties with the utmost degree of expertise, care and ability that may be at expected of a person having the offices education, training and experience equivalent to the education, training and experience of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesExecutive.

Employment and Duties. (a) The Company Upon the terms and conditions set forth herein, the Corporation hereby agrees to employ Executive for the Term (Employee, and the Employee agrees to accept such employment and to perform his duties and responsibilities hereunder. Employee shall serve as hereinafter defined) as its the President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Officer of the Company Corporation and in such positions as are customary reasonably may be assigned by the Board of a President Directors of the 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 Chief Executive Officer. All powers herein granted essentially all of his time during normal business hours to the Executive are business of the Corporation, subject to supervisory approval vacations and sick leave. Employee shall, subject to the direction of the Board, and Board or the Executive may be given Committee, have, such further reasonably related supervisory duties, powers authority and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively perform such duties and functions incidental to the Board position that he holds with the Corporation or such other duties and further shall render such advice to the Board functions as said Board may from time to time requestbe assigned to him by the Board. In additionEmployee's responsibilities will include, without limitation, the duties and responsibilities customarily associated with a Chief Executive Officer and Executive Committee. Employee shall cooperate fully with the Board, the Executive Committee and the other executive officers of the Corporation. Employee shall also be available to assist subsidiaries and affiliates of the Corporation. Employee shall not engage in any other business activity during the Term term of this Agreement which may interfere with his ability to discharge his duties and responsibilities to the Company will cause the Executive to be nominated for re-election as a Director of the CompanyCorporation. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts Employee represents to the business Corporation that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit Employee from executing this Agreement and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such performing fully his duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with or which would in any manner, directly or indirectly, limit or affect the policies duties and procedures as adopted from time responsibilities which may now or in the future be assigned to time Employee by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderCorporation. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority serve as are necessary to efficiently administer the affairs President of the Company and shall serve as are customary an executive officer of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval each of the Board, Company's wholly-owned subsidiaries and the Executive may be given affiliates as such further reasonably related supervisory duties, powers offices and prerogatives as duties may be delegated to him from time to time by said Boardthe Company's Board of Directors, for a term commencing on the effective date of this Agreement and expiring on the date set forth in paragraph 7 of this Agreement. The Executive shall report exclusively agrees to serve the Company faithfully and to the Board best of his ability and further shall render to perform such advice services and duties of an executive nature in connection with the business, affairs and operations of the Company and any subsidiary of the Company as may be reasonably and in good faith assigned or delegated to the Board as said Board may him from time to time requestby or under the authority of the Board of Directors of the Company and consistent with the positions of President, and to use his best efforts in the promotion and advancement of the Company and its subsidiaries and their welfare and business. In additionExecutive shall perform his duties hereunder, to the extent as, is or may be reasonably necessary in connection therewith, at the Company's corporate headquarters; provided, however, that the Company acknowledges that Executive's physical presence at the Company's headquarters on a daily basis throughout the term of this Agreement is not necessarily required, having due regard to the ability of Executive to adequately interact with the Company's other employees by telephone, facsimile and computer. Executive's employment with the Company shall be Executive's primary employment during the Term term of this Agreement. As long as he is current in the performance of his duties, Executive may also engage in other business activities unrelated to his positions with the Company, provided that such other activities do not interfere with the satisfactory performance of his obligations hereunder and the Company will cause and Executive agree that Executive shall devote such time to his duties as, in his sole discretion, he deems necessary to adequately discharge such responsibilities under this Agreement and do not violate the Executive to be nominated for re-election as a Director terms and conditions of the CompanyParagraph 8 hereof. (b) During the Term, and excluding any periods term of vacation and sick leave to which the Executive is entitledemployment, Executive shall devote substantially all of his business time and efforts to be nominated by the business and affairs management of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures for election as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee director of the Company in accordance with this Agreement. (d) The principal location for performance at each meeting of Executive’s services hereunder shareholders at which his term of office as a director shall be expire. In addition, at the offices of his request, the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. shall have Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel elected to the extent reasonably necessary to fulfill his responsibilitiesBoard of Directors of each of its subsidiaries.

Employment and Duties. (a) The Company hereby agrees to shall employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management perform all duties that are consistent with this position and oversight responsibilities that may otherwise be assigned to Executive by the Board and authority as are shall report directly to the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to efficiently administer promote and advance the affairs Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. Notwithstanding the foregoing, the Company acknowledges that Executive currently serves as are customary the mayor of Cottonwood Heights, Utah, and agrees that the performance of Executive’s duties in such elected office shall be permitted hereunder provided they do not unduly interfere with the performance of Executive’s duties under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities (including, as specifically permitted by Section 2(b)); (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a President designated committee thereof), serve on corporate boards or committees of up to two (2) public companies other than the Company and Chief Executive Officer. All powers herein granted to a reasonable number of privately held companies including companies operated or controlled by the Executive are subject to supervisory approval or a relative or family member of the BoardExecutive, and provided, however, that such activities do not conflict or interfere with the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to performance of Executive’s obligations under this Agreement or conflict with the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director interests of the Company. (bd) During the Term, and excluding any periods of vacation and sick leave Executive agrees to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures of the Company as may be adopted and changed from time to time by time, including without limitation, those described in the BoardCompany’s employee handbook and Code of Business Conduct and Ethics. If this Agreement conflicts with such policies or procedures, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderthis Agreement will control. (ce) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval As an officer of the Board Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with a manner that is in the prior approval best interests of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this AgreementCompany. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ employs Executive for as Senior Vice President - Biochemistry and Product Development of the Term (as hereinafter defined) as its President and Chief Executive OfficerCompany. The As such, Executive shall have such management and oversight responsibilities the responsibilities, duties and authority customarily appertaining to such office. In that regard, the Executive shall be responsible, generally, for (i) participating in and supervising further development of the Licensed Technology and derivatives thereof for compound synthesis and manufacturing techniques and processes in furtherance of the Company’s Business, (ii) supervising and guiding all biochemistry research conducted by the Company, (iii) being accountable to the Company’s Chief Science Officer, and (iv) such other duties as may be reasonably assigned to the Executive by the Board and which are necessary consistent with such position. Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to efficiently administer Section 1(c), agrees to devote a sufficient amount of the affairs EH EmpAgmt Initial ______ Executive’s full productive time, attention and efforts during normal business hours to perform the Executive’s duties in connection with the Business of the Company and its affiliates. (b) Executive shall faithfully adhere to, execute and fulfill all lawful policies established by the Company, to the extent such policies have been communicated to Executive in writing and are not inconsistent with any of the terms of this Agreement. (c) Except as are customary set forth on Schedule 1(c) hereto, upon which the Executive shall disclose any and all positions held as an employee, officer, or advisor, board member or consultant to other business enterprises, Executive shall not, during the term of the Executive’s employment hereunder, engage in any other business activity pursued for gain, profit or other pecuniary advantage without giving written notice thereof to the Board. The foregoing limitation shall not be construed as prohibiting Executive from (i) performing personal services as an advisor, member of a President board of directors or serving as a consultant, or serving in executive roles, to companies with non-competitive businesses, and Chief Executive Officer(ii) making personal investments in such form or manner as will not violate the terms of Section 3 hereof. All powers herein granted to The Company acknowledges that it has been advised that the Executive are subject to supervisory approval has other consulting and executive officer roles with other companies as of the BoardEffective Date. Notwithstanding the preceding provisions of this Section 1(a) through (c), and the Executive may be given devote less than the Executive’s full productive time and energies to performing the Executive’s duties hereunder so long as such further reasonably related supervisory duties, powers and prerogatives other duties do not conflict with the Executive’s role as may be delegated to him from time to time by said Boardan officer of the Company. The Executive shall report exclusively to If the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause requires the Executive to be nominated for recease acting as an officer of other companies, the Executive may still perform services as an advisor or consultant during non-election as a Director regular business hours of the Company. (bd) During The Executive warrants and represents that by accepting the Termoffer of employment pursuant to this Agreement, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all not in default of his business time and efforts to any outstanding contractual obligations regarding the business and affairs performance of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance arising out of the Executive’s responsibilities employment, research or advisor relationship with CSMC. And, if requested by the Company, the Executive shall obtain a written consent in form and content acceptable to the Company from CSMC acknowledging that no conflict exists. (e) The Executive further acknowledges and agrees that in the event the Executive does not render the Executive’s full time productive energies to acting as an employee officer of the Company in accordance with this Agreement. (d) The principal location for performance of and the Executive terminates the Executive’s services hereunder shall be employment, research and/or advisor relationship with CSMC and initiates a new employment, research and/or advisory relationship with a different organization, that at the offices request of the Company Company, the Executive will obtain, in Ann Arborform and content acceptable to the Company, Michigan, subject a written consent and waiver of any potential conflict of interest or restrictions on the Executive performing the Executive’s personal services to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesas contemplated herein.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its Executive Vice President and Chief Executive Financial Officer. If requested by the Board of Directors of the Company (the "Board"), Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, as an executive officer and/or director of any subsidiaries and/or affiliated companies and shall comply with the policy of the Compensation Committee of the Board (the "Compensation Committee") with regard to retention or forfeiture of any director's fees. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (b) The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a an Executive Vice President and Chief Executive Financial Officer. All powers herein granted to the Executive are subject to supervisory approval of the BoardBoard and of the President and Chief Executive Officer of the Company (the "CEO"), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said BoardBoard and/or the CEO. The Executive shall report exclusively to the CEO and the Board and further shall render such advice to the CEO and Board as said CEO and/or Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (bc) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s 's reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (cd) During the Employment Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)case, serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s 's responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s 's services hereunder shall be at the offices of the Company Beazer Homes USA, Inc. in Ann ArborAtlanta, MichiganGeorgia, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty thirty-five (5035) miles from the Company’s 's current office location, provided Executive shall will be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive for the Term (Employee, and Xxxxxxxx agrees to be employed by Employer, as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company Effective Date and as are customary continuing until the date of a President and Chief Executive Officer. All powers herein granted termination of Employee’s employment pursuant to the Executive are provisions of Article 3, subject to supervisory approval the terms and conditions of this Agreement. 1.2 As of the BoardEffective Date, and Employee will be employed as Senior Vice President, Global Business Development & Marketing. Employee agrees to serve in the Executive may be given assigned position or in such further reasonably related supervisory duties, powers and prerogatives other executive capacities as may be delegated to him requested from time to time by said Board. The Executive shall report exclusively Employer and to perform diligently and to the Board best of Employee’s abilities the duties and further shall render services relating to such advice position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to the Board as said Board may such positions which Employee from time to time requestmay be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”), Company Policy 3-90020, “Director and Executive Compensation Administration” (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, “Recoupment of Incentive Compensation”, and Company Policy 3-90050, “Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities”, all of which have been made available to Employee and are available under “COBC” or “Policies” as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 36(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. In additionBy signing this Agreement, Employee hereby represents and warrants that Employee has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the Term the Company will cause the Executive to be nominated for re-election as a Director period of the Company. (b) During the TermEmployee’s employment by Employer, devote Employee’s full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee’s performance of Employee’s duties hereunder, is contrary to the Company andinterest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee’s performance of Employee’s duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent necessary permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to discharge act at all times in the responsibilities assigned best interests of Employer and the other Halliburton Entities and to the Executive hereunderdo no act which would, use the Executivedirectly or indirectly, injure any such entity’s reasonable best efforts to perform faithfully such responsibilitiesbusiness, interests, or reputation. Executive It is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of President and Chief Executive Officerinterest. In performing such keeping with Employee’s fiduciary duties hereunderto Employer, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Employer or the performance Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this Agreementthe applicable Halliburton Entity’s policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee’s employment to another Halliburton Entity (d“Subsequent Employer”) The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of ExecutiveArticle 3 hereof; provided, however, that, effective with such transfer, all of Employer’s services obligations hereunder shall be at assumed by and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee’s rights and obligations, shall remain in Ann Arbor, Michigan, subject to reasonable travel requirements during the course full force and effect following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (aA) The Company CITY hereby employs the EMPLOYEE as the Interim City Manager and she hereby accepts employment as the Interim City Manager commencing on June 2, 2021. (B) The EMPLOYEE shall continue to serve as Interim City Manager until such time as a permanent City Manager is hired and commences his or her employment with the City; or such time as either EMPLOYEE, upon thirty (30) days written notice to the City Council, or the City Council shall deem appropriate. EMPLOYEE shall have the right to return to and resume her position as Chief of Staff upon completion of her service as Interim City Manager. (C) The CITY hereby agrees to employ Executive for the Term (EMPLOYEE as hereinafter defined) the Interim City Manager to perform the functions and duties specified in the City of Palm Coast Charter, City Code of Ordinances, applicable Florida law and sound and generally accepted practices relating to public administration, as its President well as to perform all other legally permissible and Chief Executive Officer. The Executive shall have such management proper duties and oversight responsibilities and authority functions as are necessary to efficiently administer the affairs City Council of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board CITY may from time to time requestassign the EMPLOYEE. In addition, during The EMPLOYEE agrees to fully and faithfully execute the Term the Company will cause the Executive to be nominated for re-election as a Director duties and responsibilities of the Companyoffice of City Manager of the City of Palm Coast under any and all applicable law. (bD) During EMPLOYEE acknowledges that her position as Interim City Manager is a temporary assignment and that the TermCity Council is actively recruiting for the City Manager position. At such time as a permanent City Manager commences his or her employment or the City Council of the City of Palm Coast terminates the EMPLOYEE as Interim City Manager, the EMPLOYEE shall be entitled to return to and resume her previous position as Chief of Staff with all benefits available to all City employees, all EMPLOYEE’s accrued benefits and leave balances, and excluding her time of service earned shall not lapse during the temporary assignment. The EMPLOYEE’S salary for Chief of Staff shall be returned to the last salary amount prior to appointment as Interim City Manager with any periods salary adjustments that would have been afforded to all City employees during the term of vacation this Agreement, including starting salary adjustments and sick leave to which the Executive is entitled, Executive shall average merit increase provided. (E) The EMPLOYEE agrees that she will devote substantially all of his business her full working time and efforts to the business and affairs performance of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive duties required hereunder, use and the ExecutiveEMPLOYEE agrees not to engage in any other employment. The provision shall not include occasional teaching, writing, or consulting on EMPLOYEE’s reasonable best efforts time off subject to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall City Council of the City of Palm Coast and to the extent such does not unreasonably conflict or interfere with the services to be rendered by the Executive EMPLOYEE’S duties hereunder. (cF) During the Term, it shall not be a violation of Nothing in this Agreement for the Executive to (i) shall prevent, limit, or otherwise interfere with the prior approval right of the Board in each case (which approval shall not be unreasonably withheld or delayed)CITY to terminate, serve on corporateat its will and without cause, civic or charitable boards or committees, (ii) with the prior approval services of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long EMPLOYEE as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, MichiganInterim City Manager, subject to reasonable travel requirements during EMPLOYEE’s rights to continue as Chief of Staff for the course of such performanceCITY. Executive Similarly, nothing in this Agreement shall not be requiredprevent, without his consent, to regularly report to any office limit or otherwise interfere with the right of the Company which is located more than fifty (50) miles EMPLOYEE to resign, at any time, from her position as the Company’s current office locationInterim City Manager, provided Executive shall be expected subject to travel EMPLOYEE’S right to the extent reasonably necessary to fulfill his responsibilitiescontinue in her capacity as Chief of Staff.

Employment and Duties. (a) The Company hereby agrees employs the Executive to employ Executive for serve as the President and Chief Operating Officer of the Company during the Term (as hereinafter defined) as its such term is defined in Section 3). The Executive accepts such employment on the terms and conditions set forth in this Agreement. During the Term, the Executive shall have all authorities and responsibilities customarily exercised by the President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Operating Officer of a company of the Company size and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval nature of the Board, and the Executive may be given Company; shall perform such further reasonably related supervisory other duties, powers and prerogatives consistent with the foregoing, as may be delegated to assigned him from time to time by said the Chief Executive Officer of the Company or, in the absence of a Chief Executive Officer, the Board of Directors of the Company (the "BOARD"); and shall report solely and directly to the Chief Executive Officer and/or the Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs interests of the Company andand shall use his best reasonable efforts to comply with all Company policies and procedures of which he has notice. During the Term, the Executive's principal place of employment shall be at the Company's headquarters in Chicago, Illinois. The Executive shall not engage in any other business activity during the Term; provided, however, that, to the extent necessary to discharge such activities do not adversely affect the performance of his responsibilities assigned to the Executive Company hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USAmanage his personal investments and affairs, Inc. so as to expedite serve on the boards of not-for-profit enterprises, and facilitate his full time transition into the Company with participate in charitable and civic affairs. The Executive may not serve on boards of for-profit enterprises without the prior approval written consent of the BoardCompany. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive shall serve as an advisor to (i) with the Board. The Company shall nominate him for election to the Board at the first annual meeting of stockholders following the Effective Date and shall use reasonable efforts to secure his appointment to any vacancy on the Board that may occur prior approval to that time. The Executive agrees to serve as a member of the Board in each case (which approval shall not be unreasonably withheld or delayed)Board, serve on corporateif elected, civic or charitable boards or committees, (ii) with the prior approval of and agrees to tender his resignation from the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices Company's request in the event of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course any termination of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment hereunder.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Senior Vice President, Chief Executive Accounting Officer. If requested by the Board of Directors of the Company (the "Board"), Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, as an executive officer and/or director of any subsidiaries and/or affiliated companies and shall comply with the policy of the Compensation Committee of the Board (the "Compensation Committee") with regard to retention or forfeiture of any director's fees. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (b) The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Senior Vice President, Chief Executive Accounting Officer. All powers herein granted to the Executive are subject to supervisory approval of (i) the Board, (ii) the President and Chief Executive Officer of the Company (the "CEO"), and (iii) any other officers of the Company as are from time to time designated by the CEO, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said BoardBoard and/or the CEO and/or such other officers. The Executive shall report exclusively to the Board and further shall render such advice to the CEO and Board as said CEO and/or Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (bc) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s 's reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (cd) During the Employment Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)case, serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s 's responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s 's services hereunder shall be at the offices of the Company Beazer Homes USA, Inc. which are currently located in Ann ArborAtlanta, MichiganGeorgia, subject to reasonable travel requirements during the course of such performance. In the event circumstances require a change in such location to another city, Executive shall have not be required, without his consent, to regularly report to any office less than three (3) months advance notice of the Company which is located more than fifty (50) miles from effective date of the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesrelocation.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (shall serve as hereinafter defined) as its Executive Vice-President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs General Counsel of the Company and shall serve as are customary an executive officer of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval each of the Board, Company's wholly-owned subsidiaries and the Executive may be given affiliates as such further reasonably related supervisory duties, powers offices and prerogatives as duties may be delegated to him from time to time by said Boardthe Company's Board of Directors, for a term commencing on the effective date of this Agreement and expiring on the date set forth in paragraph 7 of this Agreement. The Executive shall report exclusively agrees to serve the Company faithfully and to the Board best of his ability and further shall render to perform such advice services and duties of an executive nature in connection with the business, affairs and operations of the Company and any subsidiary of the Company as may be reasonably and in good faith assigned or delegated to the Board as said Board may him from time to time requestby or under the authority of the Board of Directors of the Company and consistent with the positions of Executive Vice-President and General Counsel, and to use his best efforts in the promotion and advancement of the Company and its subsidiaries and their welfare and business. In additionExecutive shall perform his duties hereunder, to the extent as, is or may be reasonably necessary in connection therewith, at the Company's corporate headquarters; provided, however, that the Company acknowledges that Executive's physical presence at the Company's headquarters on a daily basis throughout the term of this Agreement is not necessarily required, having due regard to the ability of Executive to adequately interact with the Company's other employees by telephone, facsimile and computer. Executive's employment with the Company shall be Executive's primary employment during the Term term of this Agreement. As long as he is current in the performance of his duties, Executive may also engage in other business activities unrelated to his positions with the Company, provided that such other activities do not interfere with the satisfactory performance of his obligations hereunder and the Company will cause and Executive agree that Executive shall devote such time to his duties as, in his sole discretion, he deems necessary to adequately discharge such responsibilities under this Agreement and do not violate the Executive to be nominated for re-election as a Director terms and conditions of the CompanyParagraph 8 hereof. (b) During the Term, and excluding any periods term of vacation and sick leave to which the Executive is entitledemployment, Executive shall devote substantially all of his business time and efforts to be nominated by the business and affairs management of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures for election as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee director of the Company in accordance with this Agreement. (d) The principal location for performance at each meeting of Executive’s services hereunder shareholders at which his term of office as a director shall be expire. In addition, at the offices of his request, the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. shall have Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel elected to the extent reasonably necessary to fulfill his responsibilitiesBoard of Directors of each of its subsidiaries.

Employment and Duties. (a) The Subject to the terms of this Agreement, the Company hereby agrees to employ hire and employ, and Executive for agrees to serve, as the Term Company’s Chief Executive Officer (“CEO”). Subject to compliance with applicable nomination and election procedures that may be required by Company governance documents, Executive also agrees to serve as a member of the Company’s Board of Directors (the “Board”). The duties and responsibilities of Executive shall include the duties and responsibilities normally associated with such positions and such other executive officer duties and responsibilities subject to the direction and supervision of Board. At all times during the Employment Period (as hereinafter defined) as its President and Chief defined below), the Executive Officershall report directly to the Board. The Executive is also and will be the senior most executive and service provider to XpresSpa Holdings, LLC and its subsidiaries including, without limitation, any entities acquired by or merged with XpresSpa (collectively, “XpresSpa”). Executive shall have such management serve in a loyal, faithful and oversight responsibilities trustworthy manner, and authority as are necessary to efficiently administer shall comply with all of the affairs policies of the Company and XpresSpa, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and business ethics as are customary of a President and Chief Executive Officer. All powers herein granted from time to time in effect (as the Executive are subject to supervisory approval of the Board, and the Executive same may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him amended or modified from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Companyin its discretion). (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business working time and efforts during the Company's normal business hours to the business and affairs of the Company and, XpresSpa and to the extent necessary to discharge diligent and faithful performance of the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated duly assigned to him pursuant to this Agreement to the best of Executive’s abilities. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving on the boards of directors of Tartine JV Holdings, LLC (d/b/a Tartine Manufactory) and of IMA, LLC (d/b/a &vest), (ii) performing services for such other companies as the Company may designate or permit at the Company’s discretion, (iii) serving, with the position prior written consent of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval consent shall not be unreasonably withheld withheld, as an officer or delayedmember of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of noncompeting businesses or charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs and (v) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), serve on corporate, civic or charitable boards or committees, (ii), (iii), (iv) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iiiv) manage personal investmentsshall be limited by Executive so as not to materially interfere, so long as such activities do not significantly interfere individually or constitute a conflict of interest in the aggregate, with the performance of the Executive’s 's duties and responsibilities as an employee of the Company in accordance with this Agreementhereunder. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory duties, powers agrees to serve as the Company’s Chief Executive Officer and prerogatives as may be delegated to him from time to time by said Chairman of its Board of Directors (the “Board”). The duties and responsibilities of the Executive shall report exclusively to include such duties and responsibilities as the Board and further shall render such advice to the Board as said Board may from time to time requestreasonably assign to the Executive. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, The Executive shall devote substantially all of his business working time and efforts during the Company’s normal business hours to the business and affairs of the Company and, and its subsidiaries and to the extent necessary to discharge diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. The particular job responsibilities of the Executive are set forth in Exhibit A attached hereto. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated under this Agreement professionally, in accordance with the position of President applicable laws, rules and Chief Executive Officer. In performing regulations and such duties hereunderstandards, Executive shall comply with the policies and procedures as adopted established by the Company and the industry from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereundertime. (c) During However, the Term, it shall not be a violation of this Agreement for the Executive to parties agree that: (i) with the prior approval Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Board Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, this paragraph and (ii) with the prior approval of the Board Executive may participate as a non-employee director and/or investor in each case, deliver lectures, fulfill speaking engagements or teach at educational institutionsother companies and projects as disclosed by Executive to, and (iii) manage personal investmentsapproved by, the Board, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of with respect thereto do not conflict or interfere with the Company in accordance with this Agreement. (d) The principal location for faithful performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject his duties to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The 1.1 Company hereby agrees to employ Executive for the Term (Employee, and Employee agrees to be employed by Company, beginning as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Effective Date and continuing until the date set forth on Exhibit A (the "Term"), subject to earlier termination and the other conditions set forth in this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit A. Company may subsequently assign Employee to a substantially different position or substantially modify Employee's duties and as are customary responsibilities, in which event Employee may elect to terminate this Agreement under Section 3.2(ii), which termination shall constitute an Involuntary Termination for purposes of a President Section 3.5. Company may assign this Agreement and Chief Executive OfficerEmployee's employment to any subsidiaries or other affiliates of ADTI. All powers herein granted Employee agrees to serve in the assigned position and to perform diligently and to the Executive are subject best of Employee's abilities the duties and services appertaining to supervisory approval of the Boardsuch position as determined by Company, as well as such additional or different duties and the Executive may be given services appropriate to such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him position which Employee from time to time may be reasonably directed to perform by said BoardCompany. The Executive Employee shall report exclusively at all times comply with and be subject to the Board such reasonable Company policies and further shall render such advice to the Board procedures for employees generally as said Board Company may establish from time to time requesttime. In additionNotwithstanding any other provision of this Agreement, during the Term Term, Company shall take all steps reasonably necessary to cause Employee to serve on the Company will cause ADTI Board of Directors, whether elected by the Executive to be nominated for re-election as a Director shareholders or appointed by the other members of the CompanyADTI Board. (b) During 1.3 Employee shall, during the Termperiod of Employee's employment by Company, devote Employee's full business time, energy, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Company and its affiliates, including the Company andformation of potential new strategic partnerships. Employee may not engage, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderdirectly or indirectly, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in any other business, investment, or activity that (a) interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, Executive (b) is contrary to the interests of Company, or (c) requires any significant portion of Employee's business time. 1.4 In connection with Employee's employment by Company, Company shall comply provide Employee with access to such confidential information pertaining to the policies business and procedures services of Company as adopted is necessary and appropriate for Employee's employment responsibilities. Company also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Company's clients and potential clients as is necessary and appropriate for Employee's employment responsibilities. 1.5 Employee acknowledges and agrees that, at all times during the employment relationship Employee owes fiduciary duties to Company, including but not limited to the fiduciary duties of loyalty, fidelity, due care, and allegiance to act at all times in the best interests of Company, to make full disclosure to Company of all information that pertains to Company's business and interests, to do no act which would injure Company's business, its interests, or its reputation, and to refrain from time to time by the Board, shall give the Company using for Employee's own benefit or for the benefit of others any information or opportunities pertaining to Company's business or interests that are entrusted to Employee or that he learned while employed by Company. Employee acknowledges and agrees that, upon termination of the employment relationship, Employee shall continue to refrain from using for his special knowledgeown benefit or the benefit of others any information or opportunities pertaining to Company's business or interests that were entrusted to Employee during the employment relationship or that he learned while employed by Company. Employee agrees that, skillswhile employed by Company, contacts and business experience, he shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company not knowingly take any action which interferes with the prior approval internal relationships between Company and its employees or representatives or interferes with the external relationships between Company and third parties. 1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Company or any of its affiliates, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Company, Employee agrees that, during the Board. Such advisory services employment relationship, Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with Company or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees to disclose to Company's President any actual or potential conflict of interest that has not previously been approved by Company's President or its Board of Directors. Company and Employee recognize that it is impossible to provide an exhaustive list of actions or interests which constitute a "conflict of interest." Moreover, Company and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by Employee to Company's President may be all that is necessary to enable Company or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the performance interests of Company or its affiliates have not suffered, prompt elimination of the Executive’s responsibilities outside interest will suffice. In still others, it may be necessary for Company to terminate the employment relationship. Company and Employee agree that Company's determination as an employee to whether a conflict of interest exists shall be conclusive. Company reserves the Company right to take such action as, in accordance with this Agreementits judgment, will end the conflict. (d) The principal location for performance 1.7 Employee understands and acknowledges that Company is required by applicable securities laws to publicly disclose the terms of Executive’s services hereunder shall be at this Agreement in filings with the offices of the U.S. Securities and Exchange Commission or otherwise and that Employee has no right to require Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitieskeep confidential this Agreement or its terms.

Employment and Duties. (a) The A. Company shall employ Employee as an executive during the term of his employment as set forth in this Agreement and Employee hereby agrees accepts such employment. Employee shall report to employ Executive for the Term (President of Company and shall have duties and responsibilities as hereinafter defined) set forth on Exhibit A and/or as its may be assigned, --------- from time to time, by the President and Chief Board of Directors of Company (the "New Duties"), provided the New Duties are either reasonably consistent with the duties previously performed by Employee or consented to by Employee. B. Employee shall keep Xxxxx X. Xxxxx, Executive OfficerVice President, and/or the President of InfoCure timely advised of all significant developments and opportunities and shall timely consult with Mr. Price and/or the President of InfoCure on all significant policies and contracts. The Executive shall have such management Employee's powers and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive duties are subject to supervisory approval the supervision and instructions of Mr. Price and/or the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director President of the CompanyInfoCure. (b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive C. Employee shall devote substantially all of use his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform his duties in accordance with any applicable business plans and budgets and policies in effect. D. Employee agrees that he shall at all times faithfully such responsibilitiesand to the best of his ability and experience faithfully perform all of the duties that may be required of him pursuant to the terms of this Agreement. Executive is required Employee shall devote his full business time to work those business hours customarily necessary the performance of his obligations hereunder; provided, however, Employee shall be entitled to perform properly such duties and responsibilities normally associated with services four (4) hours per week (outside of normal working hours) which four (4) hours shall be substantially provided for Physician's Equity Resources, Inc., a Georgia corporation ("PER"), provided the position performance of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory said services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall for PER do not unreasonably materially interfere with the services to be rendered performance by the Executive hereunderEmployee of his duties for Company. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Subject to the terms and conditions hereinafter set forth, the Company hereby agrees to employ employs Executive for as President of Puerto Rico Operations and Secretary of the Term (Company, as hereinafter defined) , and as its Acting President and Chief Executive OfficerOfficer of the Company, as hereinafter defined. The Executive's service as Acting President and Chief Executive Officer shall have such management and oversight responsibilities and authority as are necessary be for a period of one year commencing on the Effective Date (the "Initial CEO Term"). Sixty days prior to efficiently administer the affairs end of the Initial CEO Term, the Board of Directors of the Company and the Executive may renew the Initial CEO Term for an additional one year term (the "Additional CEO Term"). b) As President of Puerto Rico Operations and Secretary of the Company, Executive shall have the duties and responsibilities as shall be determined by the Board. Executive shall report to the Company’s Chief Executive Officer, unless Executive is serving in the position of Chief Executive Officer, then Executive shall report to the Board. Executive shall also perform such other duties and responsibilities as may be determined by such officer or the Board, as long as such duties and responsibilities are customary consistent with the Bylaws of a the Company and applicable law. c) As Acting President and Chief Executive OfficerOfficer of the Company, Executive shall have the duties and responsibilities associated with the president and chief executive officer of a public corporation. All powers herein granted Executive shall report to the Board. Executive are subject to supervisory approval of shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with the Executive may be given such further reasonably related supervisory duties, powers Bylaws of the Company and prerogatives applicable law. 2. Executive's salary pursuant to paragraph 3(a) of the Employment Agreement is hereby modified and amended so as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionincrease Executive's annual salary, during the Term Initial CEO Term, and the Additional CEO Term, if applicable, to $225,000. Salary shall be paid in such installments as the Company regularly pays its executive officers, but not less frequently than semi-monthly. Executive's salary will cause be revised annually based upon performance evaluations following the Executive Company's performance review process and subject to be nominated for re-election as a Director the financial status of the Company. (b3. The introductory language of Section 7(a) of the Employment Agreement is amended and restated in its entirety as follows: a) During the Term, and excluding any periods of vacation and sick leave to which period from the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation date of this Agreement for until one (1) year following the date on which Executive's employment is terminated, Executive will not, directly or indirectly: 4. Except as expressly amended by the terms of this Amendment and all prior amendments to (i) with the prior approval Employment Agreement, the terms of the Board Employment Agreement shall remain in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, effect and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with are unchanged by this AgreementAmendment. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.

Employment and Duties. (a) The Company hereby 1.1 Employer agrees to employ Executive Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing through December 31, 2006 (the "Term"), subject to the terms and conditions of this Agreement. The Term shall be automatically extended for successive 12-month periods unless either party provides written notice to the other at least 120 days prior to the end of the then current Term of such party's election not to extend the Term except, in the case of retirement, in which Employee shall provide six (6) months advance written notice to the Employer. 1.2 Beginning as hereinafter defined) as its of the Effective Date, Employee shall continue to be employed by Employer and be the President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer Officer of Alpha Natural Resources, Inc., the affairs indirect parent of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the BoardEmployer ("Alpha Natural Resources"), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election to the Board of Directors (the "Board of Directors") of, Alpha Natural Resources. Employee shall report to the Board of Directors of Alpha Natural Resources. Employee shall serve in the assigned positions or in such other executive capacities as may be agreed to, from time to time, between Employee and Employer, the Board of Directors, and/or the Employer Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities, and in a Director trustworthy, businesslike and efficient manner, the duties and services pertaining to such positions as reasonably determined by Employer and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the CompanyBoard of Directors and/or Employer. (b) During the Term1.3 Employee shall at all times comply with, and excluding any periods be subject to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, Alpha Natural Resources' Code of vacation Business Conduct (the "Code of Business Conduct"). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and best efforts to the business and affairs of Employer and the Company andEmployer Entities. Employee may not engage, to the extent necessary to discharge the responsibilities assigned to the Executive hereunderdirectly or indirectly, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated in any other business, investment, or activity that interferes with the position Employee's performance of President and Chief Executive Officer. In performing such Employee's duties hereunder, Executive shall comply is contrary to the interest of Employer or any of its parent entities, affiliated subsidiaries and divisions (each an "Employer Entity," or collectively, the "Employer Entities") or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Employer Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than an Employer Entity, related industry trade association, public institution, or government appointed public or quasi-public body during the Term without prior approval therefor by the Board of Directors in accordance with Employer's and/or Employer Entities' policies and procedures as adopted from time regarding such service. Employee shall be permitted to time by retain any compensation received for approved service on any unaffiliated corporation's board of directors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval best interests of the BoardEmployer and the other Employer Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. Such advisory services It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Employer Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer and the Employer Entities, Employee agrees that Employee shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board knowingly become involved in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance Employer or any Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of the Executive’s responsibilities as an employee of the Company interest without first obtaining approval in accordance with this AgreementEmployer's and Employer Entities' policies and procedures. 1.6 Nothing contained in this Agreement shall be construed to preclude the transfer of Employee's employment to another Employer Entity (d"Subsequent Employer") The principal location as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for performance purposes of Executive’s services Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be at assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the offices defined term "Employer" as used herein and any other terms referring and/or relating to Employer shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the Company terms and conditions of this Agreement, including without limitation, Employee's rights, compensation, benefits and obligations, shall remain in Ann Arborall material respects and taken as a whole, Michigan, subject no less favorable to reasonable travel requirements during the course Employee following such transfer of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesemployment.

Employment and Duties. (a) The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as its Executive Vice President and Chief Executive Financial Officer. If requested by the Board of Directors of the Company (the “Board”), Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, as an executive officer and/or director of any subsidiaries and/or affiliated companies and shall comply with the policy of the Compensation Committee of the Board (the “Compensation Committee”) with regard to retention or forfeiture of any director’s fees. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company. (b) The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a an Executive Vice President and Chief Executive Financial Officer. All powers herein granted to the Executive are subject to supervisory approval of the BoardBoard and of the President and Chief Executive Officer of the Company (the “CEO”), and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said BoardBoard and/or the CEO. The Executive shall report exclusively to the CEO and the Board and further shall render such advice to the CEO and Board as said CEO and/or Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Company. (bc) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing such duties hereunder, Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (cd) During the Employment Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed)case, serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (de) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company Beazer Homes USA, Inc. in Ann ArborAtlanta, MichiganGeorgia, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty thirty-five (5035) miles from the Company’s current office location, provided Executive shall will be expected to travel to the extent reasonably necessary to fulfill his responsibilities. (f) Executive warrants and represents that, on the date hereof, he is not a party to, and will not as of the Effective Date be a party to, or subject to, any other employment, non-competition, joint venture, partnership or other agreement or restriction that would be violated by his employment with the Company or his or the Company’s rights and obligations hereunder; and that his employment and the performance of his duties hereunder will not breach the provisions of any contract, agreement, or understanding to which he is party or bound or any duty owed by him to any other person. Executive agrees that he will not hereafter become a party to or be bound by any such conflicting agreement.

Employment and Duties. Effective March 1, 2009 or such earlier date as the Company and Executive agree (athe “Effective Date”) The the Company hereby agrees to shall employ Executive for the Term (to serve as hereinafter defined) as its President and Chief Executive Officer. The Executive shall have such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs Officer of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval Officer of the Board, and the Executive may be given such further reasonably related supervisory duties, powers and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In additionOperating Subsidiary, during the Term the Company will cause the (as such term is defined in Section 3). Executive to be nominated for re-election accepts such employment as a Director of the Company. (b) During Effective Date on the Term, terms and excluding any periods of vacation and sick leave to which the Executive is entitled, conditions set forth in this Agreement. Executive shall devote substantially all of his business time and efforts to perform the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such duties and responsibilities normally associated with the position of President and Chief Executive Officer. In performing Officer of the Company and of the Operating Subsidiary and shall perform such other duties hereunder, consistent with such positions as may be assigned to Executive shall comply with the policies and procedures as adopted from time to time by the Board, shall give Board of Directors of the Company or the benefit of his special knowledge, skills, contacts Operating Subsidiary (individually a “Board,” and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007collectively, the “Boards”). Executive may provide advisory services shall devote his best efforts and skills to Beazer Homes USA, Inc. so as to expedite the business and facilitate his full time transition into interests of the Company with and the prior approval of Operating Subsidiary on a full-time basis, provided, however, that, to the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunder. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as extent such activities do not significantly interfere or constitute a conflict of interest with adversely affect the performance of his responsibilities to the ExecutiveCompany and the Operating Subsidiary hereunder, Executive may (i) manage his personal investments and participate in charitable and civic affairs and (ii) serve on the boards of directors of for-profit or non-profit corporations if approved by the Boards, such approval not to be unreasonably withheld. Executive shall at all times observe and abide by the Company’s responsibilities and the Operating Subsidiary’s written policies and procedures as in effect from time to time. Executive agrees to relocate his primary residence to the Chicago area within a reasonable period of time following the Effective Date, but not later than six months following the Effective Date. As of the Effective Date, Executive shall have been elected by the Boards to serve as a director thereon and Executive agrees to so serve. At the request of either Board, Executive shall also serve as an employee officer and/or director of one or more subsidiaries of the Company or the Operating Subsidiary or other companies in accordance with this Agreement. (d) The principal location for performance which they have a right to designate officers and/or directors, respectively. Upon termination of Executive’s services hereunder employment with the Company and the Operating Subsidiary for any reason, Executive shall promptly resign and shall be deemed to have resigned from all positions as officer and director of each of the Westell Companies and each other company as to which Executive has been serving as an officer or director at the offices request of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilitiesBoards.

Employment and Duties. (a) The Company hereby agrees to employ offers Executive for employment on the Term (as hereinafter defined) as its terms and condition set forth herein and Executive hereby accepts such offer of employment. Executive’s title shall be Executive Vice President and Chief Executive Operating Officer. The Executive’s duties shall include (i) overseeing, supervising and managing the Company’s Business (as defined in Section 10(a) below), (ii) overseeing and supervising the Company’s expansion into Florida, Texas and such other markets identified by the Company’s chief executive office (the “CEO”) and/or the Company’s board of directors (the “Board”) and (iii) such other duties, responsibilities, tasks and projects as shall be determined by the CEO and/or the Board, with the understanding that Executive shall have the customary authority and support to accomplish such management and oversight responsibilities and authority as are necessary to efficiently administer the affairs of the Company and as are customary of a President and Chief Executive Officer. All powers herein granted to the Executive are subject to supervisory approval of the Board, and the Executive may be given such further reasonably related supervisory assigned duties, powers responsibilities, tasks and prerogatives as may be delegated to him from time to time by said Board. The Executive shall report exclusively to the Board and further shall render such advice to the Board as said Board may from time to time request. In addition, during the Term the Company will cause the Executive to be nominated for re-election as a Director of the Companyprojects. (b) During Executive shall be supervised by the TermCEO and shall report to the CEO and, and excluding any periods of vacation and sick leave if directed to which do so, to the Board. (c) Executive is entitledshall be based at 8000 Xx. Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000 or such other location as may be approved in advance by the CEO. In addition, Executive shall be required to work from the Company’s principal place of business at such time (currently 600 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx) as frequently and for such period of time as directed by the CEO. (d) Executive will be a full-time employee of the Company and agrees to devote substantially all of his attention and time during normal business time and efforts hours to the business and affairs of the Company and, and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, use the Executive’s his reasonable best efforts to perform faithfully such responsibilities. Executive is required to work those business hours customarily necessary to perform properly such and efficiently the duties and responsibilities normally associated of his positions and to accomplish the goals and objectives of the Company as may be established by the CEO and/or the Board from time to time. Notwithstanding the foregoing, Executive may engage in the following activities (and shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not interfere in any material respect with the position performance of President Executive’s duties and Chief responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Board: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that Executive Officer. In performing shall not serve on any board or committee of any corporation or other business which competes with the Company’s Business; and (ii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to such duties hereunderactivities, Executive shall comply with the policies any business conduct and procedures as adopted from time ethics policy applicable to time by the Board, shall give the Company the benefit of his special knowledge, skills, contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner. For a transition period to extend no later than May 1, 2007, the Executive may provide advisory services to Beazer Homes USA, Inc. so as to expedite and facilitate his full time transition into the Company with the prior approval employees of the Board. Such advisory services shall not unreasonably interfere with the services to be rendered by the Executive hereunderCompany. (c) During the Term, it shall not be a violation of this Agreement for the Executive to (i) with the prior approval of the Board in each case (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, (ii) with the prior approval of the Board in each case, deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities do not significantly interfere or constitute a conflict of interest with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. (d) The principal location for performance of Executive’s services hereunder shall be at the offices of the Company in Ann Arbor, Michigan, subject to reasonable travel requirements during the course of such performance. Executive shall not be required, without his consent, to regularly report to any office of the Company which is located more than fifty (50) miles from the Company’s current office location, provided Executive shall be expected to travel to the extent reasonably necessary to fulfill his responsibilities.