Common use of Employment and Duties Clause in Contracts

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. a. During the Employment Term (a) The Company as defined in Section 3 below), First Charter hereby employs the Executive as an executive on the terms and conditions provided in this AgreementExecutive, and the Executive hereby agrees to accept such employment subject to the terms and conditions serve, as Group Executive Vice President of this AgreementFirst Charter. The As such, Executive shall serve in such executive have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive's position with as Group Executive Vice President of First Charter and will report directly to Lawrxxxx X. Xxxxxxxxx xx First Charter. Executive shall also perform the Company or ORC as shall duties and exercise the powers and functions that from time to time may be determined assigned or vested in him by the Board and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the Company (management and operations of the "Board") or Bank. Executive hereby accepts this employment upon the Chief Executive Officer of ORCterms and conditions herein contained and, as applicable. The Executive shall have such executive duties and responsibilities as shall from time subject to time be determined by the Board or the Chief Executive Officer of ORCSection 1.c., as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attentionattention and efforts to promote and further the business of First Charter and the Bank. b. Executive shall faithfully adhere to, energy execute and skill to performing his duties hereunderfulfill all lawful requests, instructions and policies made by the Board or its authorized agent(s). c. Except as specifically authorized in advance by the Board, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. Provided that such activities The foregoing limitations also shall not violate any provision of this Agreement be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") operation or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf affairs of the Company companies or ORC with any business or entity enterprises in which such investments are made nor violate the terms of Section 3 hereof, provided, however, that during the Employment Term (as defined in Section 3 below), Executive may not beneficially own the stock or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply options to any public company in which the Executive or a member of his family owns less acquire stock totaling more than three percent 5% of the outstanding stockshares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interests, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 8 below) with First Charter and/or the Bank.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreement, Agreement and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with have responsibility for carrying out duties as determined by the Chief Executive Officer of the Company or ORC his authorized designee, as well as such other executive duties and responsibilities, as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties the Company and responsibilities as shall from time to time be determined by the Company’s Board or the Chief Executive Officer of ORC, as applicableDirectors. (b) The Executive agrees to shall devote his his/her full working time, energy, skill and best efforts to the performance of his/her duties, hereunder, in a manner that will faithfully and substantially all diligently further the business and interests of his the Company, and shall not be employed by, or participate or engage in or in any manner be a part of the management or operation of any business timeenterprise other than the Company without the prior written consent of the Chief Executive Officer of the Company. Notwithstanding the above, attention, energy and skill the Executive shall be permitted to performing his duties hereunder. Provided that the extent such activities shall do not violate interfere or conflict with the performance of the Executive’s duties and responsibilities hereunder, (i) to serve on civic, charitable or professional boards or committees (it being expressly understood and agreed that the Executive’s continuing to serve on any provision such board and/or committees on which the Executive is serving, or with which the Executive is otherwise associated (each of which has been disclosed to the Company in writing prior to the execution of the Executive’s Agreement), as of the date of this Agreement or the Agreement Not To Compete of even date herewith among the ExecutiveAgreement, the Company and ORC (the "Non-Compete Agreement") or materially shall be deemed not to interfere with the performance of his duties hereunder, nothing herein shall prohibit by the Executive (iof the Executive’s duties and responsibilities under this Agreement) from engaging in charitable, civic, fraternal, or trade group activities, and (ii) from writing with the prior written consent of the Chief Executive Officer, to write academic, trade or mainstream papers or other publishable books, or books (iii) from investing his assets in other entities or business venturesit being expressly understood and agreed that no such writings can interfere with the Executive’s obligations under the Employee Agreement containing the confidentiality and non-solicitation agreement [“Employee Agreement”] he/she has also entered into with the Company). (c) The Executive represents and warrants to the Company that he/she is under no contractual or other restriction or obligation which conflicts with, violates or is inconsistent with the execution of this Agreement, the performance of the Executive’s duties hereunder, or the other rights of the Company hereunder. (d) Without the Company's or ORC's ’s prior written consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his his/her family has a financial interest or from which the Executive or a member of his his/her immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his his/her family owns less than three one percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreement, Agreement and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with have responsibility for carrying out duties as determined by the Chief Executive Officer of the Company or ORC his authorized designee, as well as such other executive duties and responsibilities, as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties the Company and responsibilities as shall from time to time be determined by the Company's Board or the Chief Executive Officer of ORC, as applicableDirectors. (b) The Executive agrees to shall devote his his/her full working time, energy, skill and best efforts to the performance of his/her duties, hereunder, in a manner that will faithfully and substantially all diligently further the business and interests of his the Company, and shall not be employed by, or participate or engage in or in any manner be a part of the management or operation of any business timeenterprise other than the Company without the prior written consent of the Chief Executive Officer of the Company. Notwithstanding the above, attention, energy and skill the Executive shall be permitted to performing his duties hereunder. Provided that the extent such activities shall do not violate interfere or conflict with the performance of the Executive's duties and responsibilities hereunder, (i) to serve on civic, charitable or professional boards or committees (it being expressly understood and agreed that the Executive's continuing to serve on any provision such board and/or committees on which the Executive is serving, or with which the Executive is otherwise associated (each of which has been disclosed to the Company in writing prior to the execution of the Executive's Agreement), as of the date of this Agreement or the Agreement Not To Compete of even date herewith among the ExecutiveAgreement, the Company and ORC (the "Non-Compete Agreement") or materially shall be deemed not to interfere with the performance of his duties hereunder, nothing herein shall prohibit by the Executive (iof the Executive's duties and responsibilities under this Agreement) from engaging in charitable, civic, fraternal, or trade group activities, and (ii) from writing with the prior written consent of the Chief Executive Officer, to write academic, trade or mainstream papers or other publishable books, or books (iii) from investing his assets in other entities or business venturesit being expressly understood and agreed that no such writings can interfere with the Executive's obligations under the Employee Agreement containing the confidentiality and non-solicitation agreement ["Employee Agreement"] he/she has also entered into with the Company). (c) The Executive represents and warrants to the Company that he/she is under no contractual or other restriction or obligation which conflicts with, violates or is inconsistent with the execution of this Agreement, the performance of the Executive's duties hereunder, or the other rights of the Company hereunder. (d) Without the Company's or ORC's prior written consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his his/her family has a financial interest or from which the Executive or a member of his his/her immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his his/her family owns less than three one percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs agrees to continue to employ the Executive as an executive on the terms and conditions provided in this Agreement, and the Executive agrees to accept such employment subject continue to serve as the Company’s President and Chief Executive Officer and as the Chairman of the Board. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Board may from time to time assign to the terms and conditions Executive that are consistent with the duties normally expected of this Agreementa chief executive officer or similar most senior position. The Executive shall serve devote sufficient portions of his working time and efforts during the Company’s normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Provided that none of his additional activities materially interferes with the performance of the duties and responsibilities of the Executive or violates the terms of Section 15, nothing in such executive position this Section 1 shall prohibit the Executive from: (A) serving as a director or member of a committee of up to two (2) entities that do not, in the good faith determination of the Board, compete or present the appearance of competition with the Company or ORC as shall from time to time be determined by otherwise create, or could create, in the Board of Directors good faith determination of the Company (the "Board") , a conflict of interest or the Chief Executive Officer appearance of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer a conflict of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere interest with the performance business of the Company; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his duties hereunderarea of expertise; (C) serving as a director or trustee of any governmental, nothing herein shall prohibit the Executive charitable or educational organization; (iD) from engaging in charitableadditional activities in connection with personal investments and community affairs, civicincluding, fraternalwithout limitation, professional or trade group activitiescharitable sports and/or coaching, (ii) from writing academicnutrition or similar organization committees, trade boards, memberships or mainstream papers similar associations or other publishable books, affiliations; or (iiiE) from investing his assets in other entities performing coaching or business venturesadvisory activities. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs Employee as Executive Vice President and Chief Operating Officer of the Company to be headquartered in Lincolnshire, Illinois. As such, Employee shall have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Employee's position as the Executive as an executive on Vice President and Chief Operating Officer. Employee hereby accepts this employment upon the terms and conditions provided in this Agreementherein contained and, and the Executive subject to paragraph 1(c), agrees to accept such employment subject devote substantially all of his time, attention and efforts to promote and further the terms business and conditions of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors interests of the Company and its subsidiary entities (the "Board"including joint ventures) or any other entity within the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board current or the Chief Executive Officer of ORC, as applicablefuture ownership structure. (b) The Executive agrees to devote his best efforts Company and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided Employee agree that such activities shall not violate any provision of this Agreement may be assigned to any majority-owned subsidiary of the Company or any other majority-owned entity (in either case, and including any successor in interest through merger or otherwise, the Agreement Not To Compete "Successor Employer") within the current or future ownership structure. In the event of even date herewith among the Executiveany such assignment, the Company and ORC (the "Non-Compete Successor Employer shall each be directly and jointly and severally responsible for the timely and full satisfaction of all obligations of the Company as set forth in this Agreement") or materially interfere with . References to the performance of his duties hereunder, nothing herein Company shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesinclude and also mean each Successor Employer. (c) Without Subject to the specific terms of this Agreement, Employee shall faithfully adhere to, execute and fulfill all lawful policies established by the Company's . (d) Employee shall not, during the term of his employment hereunder, engage in any other business activity pursued for gain, profit or ORC's prior consent, the Executive other pecuniary advantage. The foregoing limitations shall not knowingly obtain goods be construed as prohibiting Employee from making personal investments in such form or manner as will neither require his services in the operation or otherwise deal on behalf affairs of the Company companies or ORC with any business or entity enterprises in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stockinvestments are made.

Employment and Duties. (a) The Company hereby employs the Executive as an a senior executive officer on the terms and conditions provided in this Agreement, Agreement and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with as the Company or ORC Company's Chairman and Chief Executive Officer ("CEO") and shall serve as shall from time to time be determined by a member of the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable). The Executive shall have responsibility for the day-to-day decisions on the management and operation of the business and the management of the employees and the facilities of the Company, execute the policy and direction of the Company, as well as such other executive duties and responsibilities responsibilities, as shall from time to time be determined by the Board Board. Notwithstanding the foregoing, it is agreed that all decisions concerning any additions, deletions or modifications to the Chief Executive Officer Company's employee benefit plans or programs shall be made only with the approval of ORC, as applicablethe Board. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an a senior executive officer on the terms and conditions provided in this Agreement, Agreement and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with as the Company or ORC Company's President and shall serve as shall from time to time be determined by a member of the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable). The Executive shall have responsibility for the day-to-day decisions on the management and operation of the business and the management of the employees and the facilities of the Company, execute the policy and direction of the Company, as well as such other executive duties and responsibilities responsibilities, as shall from time to time be determined by the Board Board. Notwithstanding the foregoing, it is agreed that all decisions concerning any additions, deletions or modifications to the Chief Executive Officer Company's employee benefit plans or programs shall be made only with the approval of ORC, as applicablethe Board. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. a. During the Employment Term (a) The Company as defined in Section 3 below), First Charter hereby employs the Executive as an executive on the terms and conditions provided in this AgreementExecutive, and the Executive hereby agrees to accept such employment subject to the terms serve, as President and conditions Chief Executive Officer of this AgreementFirst Charter. The As such, Executive shall serve in such executive have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive's position with the Company or ORC as shall from time President and Chief Executive Officer of First Charter and will report directly to time be determined by the Board of Directors of the Company First Charter (the "Board") or the Chief Executive Officer of ORC, as applicable). The Executive shall have such executive also perform the duties and responsibilities as shall exercise the powers and functions that from time to time may be determined assigned or vested in him by the Board and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the Chief management and operations of the Bank. Executive Officer of ORChereby accepts this employment upon the terms and conditions herein contained and, as applicablesubject to Section 1.c. (b) The Executive , agrees to devote his best efforts and substantially all of his business time, attentionattention and efforts to promote and further the business of First Charter and the Bank. b. Executive shall faithfully adhere to, energy execute and skill to performing his duties hereunder. Provided that such activities fulfill all lawful requests, instructions and policies made by the Board or its authorized agent(s). c. Except as specifically authorized in advance by the Board, Executive shall not violate not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any provision of this Agreement other business or the Agreement Not To Compete of even date herewith among the Executivecommercial activity pursued for gain, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers profit or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transactionpecuniary advantage, except that this prohibition Section 1.c. shall not apply to any public company prohibit Executive from managing Executive's family partnership business, including the orderly liquidation of family-owned real estate. The foregoing limitations also shall not be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof, provided, however, that during the Employment Term (as defined in Section 3 below), Executive may not beneficially own the stock or a member of his family owns less options to acquire stock totaling more than three percent 5% of the outstanding stockshares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interests, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 8 below) with First Charter and/or the Bank.

Employment and Duties. (a) The Company hereby employs agrees to employ the Executive, and the Executive as an executive on hereby accepts employment, upon the terms and conditions provided in this Agreementset forth herein. During the period during which he is employed hereunder (the "Period of Employment"), and the Executive agrees to accept such employment subject to shall diligently and faithfully serve the terms and conditions Company in the capacity of this Agreement. The Executive shall serve Vice President, or in such other and/or lesser executive position with the Company capacity or ORC capacities as shall from time to time be determined by the Board of Directors of and the Company (the "Board") or the Chief Executive Officer of ORCmay, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORCtime, as applicableagree. (b) During the term hereof, the Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company as the Company, acting through its Board of Directors, shall request from time to time. (c) The Executive agrees to shall devote his best efforts and substantially all of his business time, attentionservices and attention to the advancement of the Company's business and interests. The restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities, energy and skill to performing his duties hereunder. Provided that so long as all of such other activities shall not violate any provision of this Agreement or do not, in the Agreement Not To Compete of even date herewith among the Executiveaggregate, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance Executive's duties hereunder (including his obligation to devote substantially all of his duties hereunderbusiness time, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without services and attention to the Company's or ORC's prior consent). Notwithstanding the foregoing, however, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf accept any outside directorships without the prior consent of the Company's Board of Directors. (d) The Executive shall, at all times during the Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Board of Directors of the Company and the Company's senior management. The Executive shall comply with the directions and instructions made or ORC given by or under the authority of the Company's Chief Operating Officer and/or Chief Executive Officer and whenever requested to do so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stockis entrusted.

Employment and Duties. (a) The Company hereby employs the Executive as an a senior executive officer on the terms and conditions provided in this Agreement, Agreement and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with as the Company or ORC Company's Chief Executive Officer (CEO), shall serve as shall from time to time be determined by a member of the Board of Directors of the Company (the "Board") or ), and shall serve as one of the Chief Executive Officer members of the "World-Wide Managing Board" of ORC, as applicable. The Executive shall have responsibility for the day-to-day decisions on the management and operation of the business and the management of the employees and the facilities of the Company, execute the policy and direction of the Company, as well as such other executive duties and responsibilities responsibilities, as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicableBoard. (b) The Executive agrees to devote his her best efforts and substantially all of his business her time, attention, energy and skill to performing his her duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his her duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his her assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his her family has a financial interest or from which the Executive or a member of his her immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his her family owns less than three one percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreementshall employ Executive, and Executive hereby accepts such employment, as Vice President of Academic Affairs of the Company during the term of employment set forth in Section 2. Executive agrees shall have customary responsibilities for such position commensurate with the position of Vice President of Academic Affairs of an entity comparable to accept the Company, including the powers and duties set forth set forth in the Bylaws of the Company for such employment office, subject to the terms direction of the President of the Company and conditions of this Agreementthe Board. The Executive shall serve in report to the President of Concorde or such executive other officer as designated by the Chief Executive Officer and Chairman of the Board and shall assume such other responsibilities and duties, consistent with his position with the Company or ORC and expertise, as shall may from time to time be determined reasonably prescribed by the Board of Directors of the Company (collectively, the "“Board") or the Chief Executive Officer of ORC, as applicable”). The Executive shall have such executive duties devote his full business time, energy, skill and responsibilities efforts to the business and affairs of the Company. Executive acknowledges and agrees that he shall observe and comply with all of the Company’s policies as shall from time to time be determined prescribed by the Board in writing. Nothing in this Section 1, however, shall prohibit Executive from (i) serving as a director or the Chief Executive Officer trustee of ORCa governmental, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided charitable or educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 5 hereof; and provided further that Executive has received written approval of the Board which shall not violate any provision of this Agreement be unreasonably withheld or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") delayed; or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets engaging in other entities or business venturesadditional activities in connection with personal investments and community affairs that are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 5 hereof. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreement, agrees to continue to employ and the Executive agrees to accept such employment subject continue to serve as the Company’s Executive Chairman. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’s Board of Directors (“Board”) may from time to time assign to the terms and conditions Executive that are consistent with the duties normally expected of this Agreementa co-chief executive officer or similar most senior position. The Executive shall serve devote sufficient portions of his working time and efforts during the Company’s normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Provided that none of his additional activities materially interferes with the performance of the duties and responsibilities of the Executive or violates the terms of Section 15, nothing in such executive position this Section 1 shall prohibit the Executive from: (A) serving as a director or member of a committee of up to two (2) entities that do not, in the good faith determination of the Board, compete or present the appearance of competition with the Company or ORC as shall from time to time be determined by otherwise create, or could create, in the Board of Directors good faith determination of the Company (the "Board") , a conflict of interest or the Chief Executive Officer appearance of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer a conflict of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere interest with the performance business of the Company; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his duties hereunderarea of expertise; (C) serving as a director or trustee of any governmental, nothing herein shall prohibit the Executive charitable or educational organization (iD) from engaging in charitableadditional activities in connection with personal investments and community affairs, civicincluding, fraternalwithout limitation, professional or trade group activitiescharitable sports and/or coaching, (ii) from writing academicnutrition or similar organization committees, trade boards, memberships or mainstream papers similar associations or other publishable books, affiliations or (iiiE) from investing his assets in other entities performing coaching or business venturesadvisory activities. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs shall employ Employee as Company's President and Chief Executive Officer during the Executive as an executive on term of employment set forth in Section 2 hereof. Employee shall have full and exclusive responsibility for the terms and conditions provided in this Agreementmanagement of the day-to-day operations of Company, and the Executive agrees to accept such employment subject to the terms direction of Company's Board of Directors (the "Board"). Employee shall also have such other responsibilities and conditions of this Agreement. The Executive shall serve in such executive duties, consistent with his position with the Company or ORC and expertise, as shall may from time to time be determined prescribed by the Board. Employee shall devote his full time, energy, skill and best efforts to the business and affairs of Company, and shall not, during the term of this Agreement, be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that nothing contained herein shall be construed as preventing Employee from (i) engaging in charitable activities, or (ii) serving as a member of the board of directors of an entity so long as such entity does not, directly or indirectly, in any manner compete with Company, or (iii) investing his assets in such form or manner as (A) will not require any services on Employee's part in the operations of the affairs of the company in which such investments are made (other than services to Company and its affiliates) and (B) will not be an investment in any company which competes, directly or indirectly, with Company in any manner; provided, further, that the activities permitted in the foregoing subsections (i), (ii) and (iii) shall not, either alone or together with other activities permitted under the same subsection or together with other activities permitted under any or all of the other of such subsections, interfere in any material way with Employee's responsibilities under this Agreement. In addition, Company agrees to use its reasonable best efforts to cause Employee to be nominated and elected as a member of the Board of Directors of the Company (during the "Board") or Term. Employee shall be employed by Company, and shall spend the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all majority of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without at the Company's or ORClocation at Indianapolis, Indiana; provided, however, that the Board, in its discretion shall have the right to relocate the Company's prior consentheadquarters, presently located in Indianapolis, Indiana (and consequently change Employee's business location) if doing so would be in the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of Company's best interests as determined by the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stockBoard.

Employment and Duties. (a) The Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Chief Financial Officer. Executive shall have the overall charge of directing the ongoing management and continued development and expansion of the Financial and Administrative aspects of the Company and such other duties as an executive on may be directed by the terms President from time to time. Executive shall be based within the Philadelphia, PA metropolitan area, but may be required to travel from time to time as part of his employment. Executive hereby accepts such employment and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to render the services described herein, all on the terms and conditions of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business entire working time, attentionattention and energies to the performance of the business of the Company and its affiliates (as hereinafter defined); and Executive shall not, energy and skill to performing directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which, in the reasonable judgment of the Company, interfere with the performance of his duties hereunder. Provided , or which, even if non-interfering, are contrary to the best interests of the Company and its affiliates; PROVIDED, HOWEVER, that Executive may invest his personal or family assets in such form or manner as will not require any services on his part in the operation of the affairs of the enterprises in which such investments are made and in which his participation is solely that of a minority investor; FURTHER, PROVIDED, that the Executive may engage in charitable, civic, fraternal or trade group activities, so long as such activities shall not violate any provision of this Agreement or interfere with his performance hereunder or compliance with the Agreement Not To Compete of even date herewith among the Executiverestrictions contained herein. As used herein, the Company term "affiliate" means and ORC (the "Non-Compete Agreement") includes any person, corporation or materially interfere other entity controlling, controlled by or under common control with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesCompany. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on Chief Executive Officer of Emcare Holdings, Inc. to perform the duties normally associated therewith. Executive shall report directly to the Chief Executive Officer or Chief Operating Officer of Laidxxx. Xxecutive hereby accepts this employment upon the terms and conditions provided in this Agreement, herein contained and the Executive agrees to accept devote his full time, attention and efforts to promote and further the business and services of the Company. Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. (b) Executive shall perform such employment subject duties, assume such responsibilities and devote such time and energy to the business of the Company as the Chief Executive Officer or Chief Operating Officer of Laidxxx xxxll from time to time require and shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior approval of the Company. However, the foregoing limitations shall not be construed as prohibiting Executive from making personal investments in such form and manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms and conditions of this Agreementparagraph 3 hereof. The Executive shall serve in such executive position not be prohibited from serving as a director of other entities provided there is no conflict with the business of the Company or ORC as shall from time to time be determined by the Board of Directors ability of the Company (Executive to perform his duties hereunder subject in any case to the "Board") or approval of the Chief Executive Officer of ORCLaidxxx, as applicable. The Executive shall have such executive duties and responsibilities as shall from time not to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesunreasonably withheld. (c) Without the Company's or ORC's prior consent, the All funds received by Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company, if any, shall be held in trust for the Company or ORC with any business or entity in which and shall be delivered to the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit Company as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stocksoon as possible.

Employment and Duties. (a) The Company Corporation hereby employs the Executive as an executive on Employee, and the Employee accepts employment, during the term set forth in Section 2(a) and upon the other terms and conditions provided set forth in this Agreement. The Employee shall serve as President of the Corporation (or otherwise if the position is of similar stature) subject to the conditions set forth in this Agreement, and under the Executive agrees to accept such employment subject to the terms and conditions direction of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company Corporation, and shall exercise such responsibilities and perform such duties for the Corporation and any companies in which the Corporation owns a capital stock interest of at least 40% of the voting equity (the a "Boardsubsidiary") or commensurate with such capacity as the Chief Executive Officer Board of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall Directors of the Corporation may from time to time be determined by reasonably designate. The Employee may also serve as a director of the Board or Corporation during the Chief Executive Officer term of ORChis employment pursuant to this Agreement, as applicableif agreed and if so elected to such position. (b) The Executive agrees Employee shall report to Xxxxxxx Xxx, so long as he is Group Managing Director of the Corporation or, thereafter, to the Chairman of the Board of Directors of the Corporation or his designee. The Employee shall devote his best efforts and substantially all of his business time, attentionattention and energies to the employment under this Agreement and to promoting the best interests of the Corporation and the Employee shall not, energy and skill either during or outside of such normal business hours, directly or indirectly engage in any activity inimical to performing his duties hereundersuch best interests. Provided that such activities The Employee shall not violate perform services for compensation for himself or for any provision entity or person other than the Corporation without the prior express written permission of the Corporation's Board of Directors; it shall not, however, be a violation of this Agreement for the Employee to (i) serve on civic or the Agreement Not To Compete of even date herewith among the Executivecharitable boards; (ii) participate in professional activities and organizations; and (iii) manage personal investments, the Company and ORC (the "Non-Compete Agreement") or materially so long as those activities do not interfere with the Employee's performance of his responsibilities under this Agreement and the requirements of the second sentence of this paragraph are not violated. The Employee shall exert his best efforts in the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesunder this Agreement. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its General Counsel. Executive shall have the overall charge of managing the legal affairs of the Company and leading the deal-related aspects of the business development process under the direction of the President. Executive shall also be involved in other activities as an executive on directed by the terms President or Chief Executive Officer. Unless otherwise agreed, Executive shall be based within the Philadelphia, PA metropolitan area, but will be required to travel as part of his employment. Executive hereby accepts such employment and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to render the services described herein, all on the terms and conditions of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business entire working time, attentionattention and energies to the performance of the business of the Company and its affiliates (as hereinafter defined); and Executive shall not, energy and skill to performing directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which, in the reasonable judgment of the Company, interfere with the performance of his duties hereunder. Provided , or which, even if non-interfering, are contrary to the best interests of the Company and its affiliates; PROVIDED, HOWEVER, that Executive may invest his personal or family assets in such form or manner as will not require any services on his part in the operation of the affairs of the enterprises in which such investments are made and in which his participation is solely that of a minority investor; FURTHER, PROVIDED, that the Executive may engage in charitable, civic, fraternal or trade group activities, so long as such activities shall not violate any provision of this Agreement or interfere with his performance hereunder or compliance with the Agreement Not To Compete of even date herewith among the Executiverestrictions contained herein. As used herein, the Company term "affiliate" means and ORC (the "Non-Compete Agreement") includes any person, corporation or materially interfere other entity controlling, controlled by or under common control with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesCompany. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive Employee as an executive employee on the terms and conditions provided in this Agreement, and the Executive Employee agrees to accept such employment (b) subject to the terms and conditions of this Agreement. The Executive Employee shall serve in as the Company's Senior Vice President - New Business Development and have such duties and responsibilities of an executive position with nature within the Company or ORC as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties , and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicableare consistent with her title. (bc) The Executive Employee agrees to devote his her best efforts and substantially all of his business her time, attention, energy and skill to performing his her duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the ExecutiveEmployee, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his her duties hereunder, nothing herein shall prohibit the Executive Employee (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his her assets in other entities or business ventures. (cd) Without the Company's or ORC's prior consent, the Executive Employee shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive Employee or a member of his her family has a financial interest or from which the Executive Employee or a member of his her immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive Employee or a member of his her family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreementshall employ Executive, and Executive hereby accepts such employment, as Vice President and Chief Financial Officer of the Company during the term of employment set forth in Section 2. Executive agrees shall have customary responsibilities for such position commensurate with the position of Vice President and Chief Financial Officer of an entity comparable to accept the Company, including the powers and duties set forth set forth in the Bylaws of the Company for such employment office, subject to the terms direction of the President of the Company and conditions of this Agreementthe Board. The Executive shall serve in report to the President of Concorde or such executive other officer as designated by the Chief Executive Officer and Chairman of the Board and shall assume such other responsibilities and duties, consistent with his position with the Company or ORC and expertise, as shall may from time to time be determined reasonably prescribed by the Board of Directors of the Company (collectively, the "“Board") or the Chief Executive Officer of ORC, as applicable”). The Executive shall have such executive duties devote his full business time, energy, skill and responsibilities efforts to the business and affairs of the Company. Executive acknowledges and agrees that he shall observe and comply with all of the Company’s policies as shall from time to time be determined prescribed by the Board in writing. Nothing in this Section 1, however, shall prohibit Executive from (i) serving as a director or the Chief Executive Officer trustee of ORCa governmental, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided charitable or educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 5 hereof; and provided further that Executive has received written approval of the Board which shall not violate any provision of this Agreement be unreasonably withheld or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") delayed; or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets engaging in other entities or business venturesadditional activities in connection with personal investments and community affairs that are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 5 hereof. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company Employer hereby employs the Executive, and the Executive as an executive on hereby accepts continued employment with the Employer upon the terms and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to the terms and conditions of this Agreementhereinafter set forth. The Executive shall will continue to serve in the Employer as its President and CEO. In such executive position with capacity, the Company or ORC as shall from time Executive will report directly to time be determined by the Board of Directors of the Company Employer (the "“Board"”) or and have all powers, duties, and obligations as are normally associated with such positions. Subject to the Chief provisions of Paragraph 5 [“Termination of Employment”], the Executive Officer of ORC, as applicable. The Executive shall have will further perform such executive other duties and responsibilities hold such other positions related to the business of the Employer and its Affiliates as shall may from time to time be determined reasonably requested of him by the Board Board; provided that the Executive shall not be required to perform such services that involve a material decrease in the level of responsibility currently maintained by the Executive. For purposes of this Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Chief Employer. Except as otherwise set forth in this Agreement, the Executive Officer will devote all of ORC, as applicable. (b) The Executive agrees to devote his best efforts skills and substantially all of his time and attention to said positions and in furtherance of the business timeand interests of the Employer and its Affiliates and will not directly or indirectly render any services of a business, attentioncommercial or professional nature to any person or organization without the prior written consent of the Board (which consent will not be unreasonably withheld or delayed); provided, energy and skill to performing his duties hereunder. Provided however, that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) will not be precluded from engaging participation in charitablecommunity, civic, fraternal, charitable or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing similar activities which do not unreasonably interfere with his assets in other entities or business venturesresponsibilities hereunder. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an a senior executive officer on the terms and conditions provided in this Agreement, Agreement and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in as the Company's Executive Vice President and Chief Financial Officer, reporting directly to the Chief Executive Officer of the Company. The Executive shall have responsibility for carrying out financial and such administrative duties as determined by the Chief Executive Officer of the Company, execute the policy and direction of the Company, as well as such other executive position with the Company or ORC duties and responsibilities, as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties the Company and responsibilities as shall from time to time be determined by the Company's Board or the Chief Executive Officer of ORC, as applicableDirectors. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures, or (iv) from providing incidental assistance to his former employer as may be requested for a reasonable period of time to provide continuity and transition. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three one percent of the outstanding stock.

Employment and Duties. a. During the Employment Term (a) The Company as defined in Section 3 below), Fifth Third hereby employs the Executive as an executive on the terms and conditions provided in this AgreementExecutive, and the Executive hereby agrees to accept such employment subject to serve, as President & CEO of the terms and conditions of this AgreementFifth Third affiliate bank headquartered in Charlotte, North Carolina. The As such, Executive shall serve in such executive have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive’s position with as a President & CEO of a Fifth Third affiliate. Executive shall also perform the Company or ORC as shall duties and exercise the powers and functions that from time to time may be determined assigned or vested in him by senior management or the Board of Directors of the Company Fifth Third Bancorp (the "“Board"”) in relation to: (i) Fifth Third; and/or (ii) any subsidiary or affiliated company of Fifth Third, including general responsibility for the Chief management and operations of Fifth Third. Executive Officer of ORChereby accepts this employment upon the terms and conditions herein contained, as applicable. The Executive shall have such executive duties and responsibilities as shall from time subject to time be determined by the Board or the Chief Executive Officer of ORCSection 1(c), as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business time, attentionattention and best efforts to promote and further the business of Fifth Third. b. Executive shall faithfully adhere to, energy execute and skill to performing his duties hereunderfulfill all lawful requests, instructions and policies made by the Board or its authorized agent(s). c. Except as specifically authorized in advance by senior management, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. Provided that such activities The foregoing limitations also shall not violate any provision of this Agreement be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") operation or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf affairs of the Company companies or ORC with any business or entity enterprises in which such investments are made nor violate the terms of Section 3 hereof, provided, however, that during the Employment Term (as defined in Section 3 below), Executive may not beneficially own the stock or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply options to any public company in which the Executive or a member of his family owns less acquire stock totaling more than three percent 5% of the outstanding stockshares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 11 below) with Fifth Third.

Employment and Duties. (a) The Company Employer hereby employs the Executive, and the Executive as an executive on hereby accepts continued employment with the Employer upon the terms and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to the terms and conditions of this Agreementhereinafter set forth. The Executive shall will continue to serve in the Employer as its President and CEO. In such executive position with capacity, the Company or ORC as shall from time Executive will report directly to time be determined by the Board of Directors of the Company Employer (the “Board”) and have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment"Board") or ], the Chief Executive Officer of ORC, as applicable. The Executive shall have will further perform such executive other duties and responsibilities hold such other positions related to the business of the Employer and its Affiliates as shall may from time to time be determined reasonably requested of him by the Board Board; provided that the Executive shall not be required to perform such services that involve a material decrease in the level of responsibility currently maintained by the Executive. For purposes of this Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Chief Employer. Except as otherwise set forth in this Agreement, the Executive Officer will devote all of ORC, as applicable. (b) The Executive agrees to devote his best efforts skills and substantially all of his time and attention to said positions and in furtherance of the business timeand interests of the Employer and its Affiliates and will not directly or indirectly render any services of a business, attentioncommercial or professional nature to any person or organization without the prior written consent of the Board (which consent will not be unreasonably withheld or delayed); provided, energy and skill to performing his duties hereunder. Provided however, that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) will not be precluded from engaging participation in charitablecommunity, civic, fraternal, charitable or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing similar activities which do not unreasonably interfere with his assets in other entities or business venturesresponsibilities hereunder. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company Corporation hereby employs the Executive as an executive on Employee, and the Employee accepts employment, during the term set forth in Section 2(a) and upon the other terms and conditions provided set forth in this Agreement. The Employee shall serve as Group Managing Director of the Corporation (or otherwise if the position is of similar stature) subject to the conditions set forth in this Agreement, and under the Executive agrees to accept such employment subject to the terms and conditions direction of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company Corporation, and shall exercise such responsibilities and perform such duties for the Corporation and any companies in which the Corporation owns a capital stock interest of at least 40% of the voting equity (the a "Boardsubsidiary") or commensurate with such capacity as the Chief Executive Officer Board of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall Directors of the Corporation may from time to time be determined by reasonably designate. The Employee may also serve as a director of the Board or Corporation during the Chief Executive Officer term of ORChis employment pursuant to this Agreement, as applicableif agreed and if so elected to such position. (b) The Executive agrees Employee shall report to Xxxxxx X. Xxxxxxxxx, so long as he is Director of the Corporation or, thereafter, to the Chairman of the Board of Directors of the Corporation or his designee. The Employee shall devote his best efforts and substantially all of his business time, attentionattention and energies to the employment under this Agreement and to promoting the best interests of the Corporation and the Employee shall not, energy and skill either during or outside of such normal business hours, directly or indirectly engage in any activity inimical to performing his duties hereundersuch best interests. Provided that such activities The Employee shall not violate perform services for compensation for himself or for any provision entity or person other than the Corporation without the prior express written permission of the Corporation's Board of Directors; it shall not, however, be a violation of this Agreement for the Employee to (i) serve on civic or the Agreement Not To Compete of even date herewith among the Executivecharitable boards; (ii) participate in professional activities and organizations; and (iii) manage personal investments, the Company and ORC (the "Non-Compete Agreement") or materially so long as those activities do not interfere with the Employee's performance of his responsibilities under this Agreement and the requirements of the second sentence of this paragraph are not violated. The Employee shall exert his best efforts in the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesunder this Agreement. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company Corporation hereby employs the Executive as an executive on Employee, and the Employee accepts employment, during the term set forth in Section 2(a) and upon the other terms and conditions provided set forth in this Agreement. The Employee shall serve as Vice President, Marketing of STD Electronic (or otherwise if the position is of similar stature) subject to the conditions set forth in this Agreement, and under the Executive agrees to accept such employment subject to the terms and conditions direction of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company Corporation, and shall exercise such responsibilities and perform such duties for the Corporation and any companies in which the Corporation owns a capital stock interest of at least 40% of the voting equity (the a "Boardsubsidiary") or commensurate with such capacity as the Chief Executive Officer Board of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall Directors of the Corporation may from time to time be determined by reasonably designate. The Employee may also serve as a director of the Board or Corporation during the Chief Executive Officer term of ORChis employment pursuant to this Agreement, as applicableif agreed and if so elected to such position. (b) The Executive agrees Employee shall report to Xxxxxxx Xxx, so long as he is Group Managing Director of the Corporation or, thereafter, to the Chairman of the Board of Directors of the Corporation or his designee. The Employee shall devote his best efforts and substantially all of his business time, attentionattention and energies to the employment under this Agreement and to promoting the best interests of the Corporation and the Employee shall not, energy and skill either during or outside of such normal business hours, directly or indirectly engage in any activity inimical to performing his duties hereundersuch best interests. Provided that such activities The Employee shall not violate perform services for compensation for himself or for any provision entity or person other than the Corporation without the prior express written permission of the Corporation's Board of Directors; it shall not, however, be a violation of this Agreement for the Employee to (i) serve on civic or the Agreement Not To Compete of even date herewith among the Executivecharitable boards; (ii) participate in professional activities and organizations; and (iii) manage personal investments, the Company and ORC (the "Non-Compete Agreement") or materially so long as those activities do not interfere with the Employee's performance of his responsibilities under this Agreement and the requirements of the second sentence of this paragraph are not violated. The Employee shall exert his best efforts in the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesunder this Agreement. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company Corporation hereby employs the Executive as an executive on Employee, and the Employee accepts employment, during the term set forth in Section 2(a) and upon the other terms and conditions provided set forth in this Agreement. The Employee shall serve the Corporation as President and Chief Operating Officer of the Corporation (or otherwise if the position is of similar stature) subject to the conditions set forth in this Agreement, and under the Executive agrees to accept such employment subject to the terms and conditions direction of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company (Corporation, and shall exercise such responsibilities and perform such duties for the "Board") or Corporation commensurate with such capacity as the Chief Executive Officer Board of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall Directors of the Corporation may from time to time be determined by reasonably designate. The Employee may also serve as a director of the Board or Corporation during the Chief Executive Officer term of ORChis employment pursuant to this Agreement, as applicableif agreed and if so elected to such position. (b) The Executive agrees Employee shall report to Xxxxxxx Xxx, so long as he is Group Managing Director of (or holds a comparable position at) STD Holding Limited or, thereafter, to the Chairman of the Board of Directors of the Corporation. The Employee shall devote his best efforts and substantially all of his business time, attentionattention and energies to the employment under this Agreement and to promoting the best interests of the Corporation and the Employee shall not, energy and skill either during or outside of such normal business hours, directly or indirectly engage in any activity inimical to performing his duties hereundersuch best interests. Provided that such activities The Employee shall not violate perform services for compensation for himself or for any provision entity or person other than the Corporation without the prior express written permission of the Corporation's Board of Directors; it shall not, however, be a violation of this Agreement for the Employee to (i) serve on civic or the Agreement Not To Compete of even date herewith among the Executivecharitable boards; (ii) participate in professional activities and organizations; and (iii) manage personal investments, the Company and ORC (the "Non-Compete Agreement") or materially so long as those activities do not interfere with the Employee's performance of his responsibilities under this Agreement and the requirements of the second sentence of this paragraph are not violated. The Employee shall exert his best efforts in the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesunder this Agreement. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs the Executive as an executive on the terms and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in a senior executive capacity and shall have such executive position with the Company or ORC duties and responsibilities as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by Macro (the Board or the Chief Executive Officer of ORC, as applicable"CEO"). (b) The Executive agrees to devote his best efforts and substantially all of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company Company, Macro and ORC Opinion Research Corporation (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.

Employment and Duties. (a) The Company hereby employs Employee as Executive Vice President-Mergers and Acquisitions. As such, Employee shall have responsibility for identifying, evaluating and, with the Executive as an executive approval of the Company's Board of Directors, negotiating the acquisition of those businesses within the oil and gas industry which would complement the existing business activities carried on by the terms Company and conditions provided in this Agreementits various subsidiaries. In addition, Employee shall be responsible for maintaining communications with, and making presentations to, investment bankers, fund managers, analysts and other individuals in the Executive agrees financial community who might invest in, or recommend that others invest in, the Company's common stock. Employee shall also oversee the entry into the U.S. market of the products produced by the Company's subsidiary, Brissonneau et Lotz Marine SA. Xxployee shall have such additional responsibilities, duties and authorities as may be assigned to accept such employment subject to the terms and conditions of this Agreement. The Executive shall serve in such executive position with him by the Company or ORC as shall from time to time be determined by time. Employee will report to the Chairman of the Board of Directors of the Company (Company. Employee hereby accepts this employment upon the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties terms and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive conditions herein contained and agrees to devote his time, attention and best efforts to promote and substantially all further the business of his business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC (the "Non-Compete Agreement") or materially interfere with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesCompany. (ca) Without Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (a) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee's or ORC's prior consentduties and responsibilities hereunder. However, the Executive foregoing limitations shall not knowingly obtain goods be construed as prohibiting Employee from making personal investments in such form or manner as will neither require his services in the operation or otherwise deal on behalf affairs of the Company or ORC with any business or entity enterprises in which such investments are made nor violate the Executive or a member terms of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stockparagraph 3 hereof.

Employment and Duties. (a) a. The Company hereby employs the Executive as an executive on the terms and conditions provided in this AgreementExecutive, and the Executive agrees hereby accepts employment, to accept such employment subject to serve as the terms and conditions Chief Financial Officer of this Agreement. The the Company during the Term (as defined below). b. During the Term, the Executive shall serve in perform such executive position duties and responsibilities commensurate with the Company or ORC as position of a chief financial officer and shall from time to time be determined by report to, and comply with the Board of Directors directives of, the Chief Executive Officer of the Company (the "Board"“CEO”) or such officer of the Chief Executive Officer of ORC, Company as applicable. The Executive shall have such executive duties and responsibilities as shall may be designated by the CEO from time to time be determined by (the Board or the Chief Executive Officer of ORC, as applicable“Supervising Officer”). (b) The c. Executive acknowledges and agrees that he may be required to travel within and outside of Israel to perform his duties hereunder. d. Excluding periods of vacation, sick leave and military reserve service to which the Executive is entitled or required, the Executive agrees to devote his best efforts and substantially all of his working time and attention to the business time, attention, energy and skill to performing his duties hereunder. Provided that such activities shall not violate any provision affairs of this Agreement or the Agreement Not To Compete of even date herewith among the Executive, the Company and ORC its subsidiaries (the "Non-Compete Agreement"subsidiaries shall be referred to herein as the “Xxxx Companies”) or materially interfere with the and shall use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. During the Term, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business ventures. (c) Without the Company's or ORC's prior consentas defined below, the Executive shall not knowingly obtain goods engage in any other business activities, excluding the passive management of his personal investments, or services hold any office or otherwise deal on behalf position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Company or ORC with any business or entity Company. e. The Executive’s duties are in which the Executive or nature of management duties that demand a member special level of his family has a financial interest or from which loyalty and, accordingly, the Executive or a member Law of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition Work Hours and Rest 5711-1951 shall not apply to this Agreement. The parties hereto confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any public company in which the Executive general or a member of his family owns less than three percent special collective employment agreement or any custom or practice of the outstanding stockCompany in respect of any of its other employees or contractors.

Employment and Duties. (a) The Company hereby employs Executive during the Employment Period (as hereinafter defined in Section 2) to render services to the Company as its General Counsel. Executive shall have overall charge of managing the legal affairs of the Company and leading the deal-related aspects of the business development process under the direction of the Company's President. Executive shall also be involved in other activities as an executive on directed by the terms Company's President or Chief Executive Officer. Unless otherwise agreed, Executive shall be based within the Philadelphia, PA metropolitan area, but will be required to travel as part of his employment. Executive hereby accepts such employment and conditions provided in this Agreement, and the Executive agrees to accept such employment subject to render the services described herein, all on the terms and conditions of this Agreement. The Executive shall serve in such executive position with the Company or ORC as shall from time to time be determined by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of ORC, as applicable. The Executive shall have such executive duties and responsibilities as shall from time to time be determined by the Board or the Chief Executive Officer of ORC, as applicable. (b) The Executive agrees to devote his best efforts and substantially all of his business entire working time, attentionattention and energies to the performance of the business of the Company and its affiliates (as hereinafter defined); and Executive shall not, energy and skill to performing directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which, in the reasonable judgment of the Company, interfere with the performance of his duties hereunder. Provided , or which, even if non-interfering, are contrary to the best interests of the Company and its affiliates; provided, however, that Executive may invest his personal or family assets in such form or manner as will not require any services on his part in the operation of the affairs of the enterprises in which such investments are made and in which his participation is solely that of a minority investor; further, provided, that Executive may engage in academic, charitable, civic, fraternal or trade group activities, so long as such activities shall not violate any provision of this Agreement or interfere with his performance hereunder or compliance with the Agreement Not To Compete of even date herewith among the Executiverestrictions contained herein. As used herein, the Company term "affiliate" means and ORC (the "Non-Compete Agreement") includes any person, corporation or materially interfere other entity controlling, controlled by or under common control with the performance of his duties hereunder, nothing herein shall prohibit the Executive (i) from engaging in charitable, civic, fraternal, or trade group activities, (ii) from writing academic, trade or mainstream papers or other publishable books, or (iii) from investing his assets in other entities or business venturesCompany. (c) Without the Company's or ORC's prior consent, the Executive shall not knowingly obtain goods or services or otherwise deal on behalf of the Company or ORC with any business or entity in which the Executive or a member of his family has a financial interest or from which the Executive or a member of his immediate family may derive a financial benefit as a result of such transaction, except that this prohibition shall not apply to any public company in which the Executive or a member of his family owns less than three percent of the outstanding stock.