Common use of Employment, Duties and Agreements Clause in Contracts

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ the Employee as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee shall report to the Board and shall have such duties, authority and responsibilities, and shall act in accordance with all reasonable instructions and directions of the Board and of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the Employer. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote her full working time, energy and attention to the performance of her duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) During the Employment Period, the Employee may not, without the prior written consent of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Financial Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Company’s Board and of Directors (the “Board”). The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerBoard. Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) deliver lectures or fulfill speaking engagements or (C) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Subject to the terms and conditions set forth herein, the Employer hereby agrees to employ the Employee as its Chief Executive Officer, President and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors Chief Operating Officer of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions the employment of, and agrees to serve serve, the Employer in such capacities capacity during the employment period fixed by as determined pursuant to Section 3 hereof (the “"Employment Period”"). The Employee's authority, duties and responsibilities shall be such authority, duties and responsibilities as the Employer (acting through its Board of Directors (the "Board of Directors") or other authorized person) may reasonably determine from time to time as are generally consistent with the above job title as they exist as of the Closing (as such term is defined in the Merger Agreement) or as may be otherwise agreed between the Employer and the Employee. The Employee shall report to the Board and of Directors. In rendering his employment hereunder, the Employee shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Employer and of the Employer, in each case, as are consistent with her position as Chief Executive Officer all applicable policies and rules of the Employer. (b) During the Employment Period, excluding the Board of Directors may request that the Employee serve as a member of the Board of Directors or as a member of any periods management committee or board of vacation directors of any subsidiary of the Employer, and, if so requested, the Employee agrees to serve as a member of the Board of Directors or as a member of any other such management committee or board of directors. The Employer agrees to indemnify the Employee against all liabilities, costs, charges and sick leave expenses whatsoever incurred by the Employee in connection with any threatened, pending or completed action, suit or proceeding to which the Employee is entitledmay be made a party or may be threatened to be made a party by reason of the Employee's having served on the Board of Directors or as a member of any management committee or board of directors of any subsidiary of the Employer to the fullest extent permitted by applicable law and by the by-laws and certificate of incorporation of the Employer. (c) During the Employment Period and as long as the Employer shall not be in default of a material obligation hereunder or under the Stockholders' Agreement between the Employee, the Employer, JGD and certain other parties named therein, dated the date hereof (the "Stockholders' Agreement"), the Employee shall devote her his full working timebusiness time and energy, energy attention, skills and attention ability to the performance of her duties and responsibilities his obligations hereunder and on an exclusive basis, shall faithfully and diligently endeavor to promote the business and best interests of the Employer, and shall make available to the Employer all knowledge possessed by him relating to any aspect of his duties and responsibilities hereunder. (cd) During the Employment PeriodPeriod and so long as the Employer shall not be in default of a material obligation hereunder or under the Stockholders' Agreement, the Employee may not, except as provided in this Agreement, without the prior written consent of the Employer, Employer operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent officer or representative director of, any type of business or service (other than as an employee and director of the Employer), ; provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member the Employee may invest in any publicly traded companies where the Employee's investment is less than 5% of any civic or charitable organizationthe outstanding stock of such company, (ii) manage her personal, financial the Employee may not serve on the Board of Directors of any Competitor (as defined below) and legal affairs, or may serve on the board of directors of any other company with the prior written consent of the Board of Directors (which consent shall not be unreasonably withheld) and (iii) serve as a director the Employee may engage on behalf of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such the Employer in industry activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities relating to the business of the Employer such as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardindustry trade groups.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Senior Vice President and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with Executive’s position as Senior Vice President. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Company’s Board and of Directors (the “Board”). The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerBoard. Notwithstanding the foregoing, operate, participate in during the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that Employment Period it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) deliver lectures or fulfill speaking engagements or (C) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer Company. (d) During the Employment Period, the Executive shall serve as provided hereunder. Service on any other entity’s board a member of directors must be approved by the Board. Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned as a member of the Board and from all other positions with the Company.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Senior Vice President and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Senior Vice President. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Subject to the terms and conditions set forth herein, the Employer hereby agrees to employ the Employee as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors Vice President -- Operations of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions the employment of, and agrees to serve serve, the Employer in such capacities capacity during the employment period fixed by as determined pursuant to Section 3 hereof (the “"Employment Period”"). The Employee's authority, duties and responsibilities shall be such authority, duties and responsibilities as the Employer (acting through its Board of Directors (the "Board of Directors") or other authorized person) may reasonably determine from time to time as are generally consistent with the above job title as they exist as of the Closing (as such term is defined in the Merger Agreement) or as may be otherwise agreed between the Employer and the Employee. The Employee shall report to the Board and of Directors. In rendering his employment hereunder, the Employee shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Employer and of the Employer, in each case, as are consistent with her position as Chief Executive Officer all applicable policies and rules of the Employer. (b) During the Employment Period, excluding the Board of Directors may request that the Employee serve as a member of the Board of Directors or as a member of any periods management committee or board of vacation directors of any subsidiary of the Employer, and, if so requested, the Employee agrees to serve as a member of the Board of Directors or as a member of any other such management committee or board of directors. The Employer agrees to indemnify the Employee against all liabilities, costs, charges and sick leave expenses whatsoever incurred by the Employee in connection with any threatened, pending or completed action, suit or proceeding to which the Employee is entitledmay be made a party or may be threatened to be made a party by reason of the Employee's having served on the Board of Directors or as a member of any management committee or board of directors of any subsidiary of the Employer to the fullest extent permitted by applicable law and by the by-laws and certificate of incorporation of the Employer. (c) During the Employment Period and as long as the Employer shall not be in default of a material obligation hereunder or under the Stockholders' Agreement between the Employee, the Employer, JGD and certain other parties named therein, dated the date hereof (the "Stockholders' Agreement"), the Employee shall devote her his full working timebusiness time and energy, energy attention, skills and attention ability to the performance of her duties and responsibilities his obligations hereunder and on an exclusive basis, shall faithfully and diligently endeavor to promote the business and best interests of the Employer, and shall make available to the Employer all knowledge possessed by him relating to any aspect of his duties and responsibilities hereunder. (cd) During the Employment PeriodPeriod and so long as the Employer shall not be in default of a material obligation hereunder or under the Stockholders' Agreement, the Employee may not, except as provided in this Agreement, without the prior written consent of the Employer, Employer operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent officer or representative director of, any type of business or service (other than as an employee and director of the Employer), ; provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member the Employee may invest in any publicly traded companies where the Employee's investment is less than 5% of any civic or charitable organizationthe outstanding stock of such company, (ii) manage her personal, financial the Employee may not serve on the Board of Directors of any Competitor (as defined below) and legal affairs, or may serve on the board of directors of any other company with the prior written consent of the Board of Directors (which consent shall not be unreasonably withheld) and (iii) serve as a director the Employee may engage on behalf of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such the Employer in industry activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities relating to the business of the Employer such as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardindustry trade groups.

Employment, Duties and Agreements. (a) The Subject to the terms and conditions set forth herein, the Employer hereby agrees to employ the Employee as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicableEmployee, and the Employee hereby accepts such positions the employment of, and agrees to serve serve, the Employer in such capacities during the employment period fixed by as determined pursuant to Section 3 hereof (the “"Employment Period”)") in such position and with such title as may be mutually agreed upon by the Employer and the Employee. The Employee's authority, duties and responsibilities shall be such authority, duties and responsibilities as the Employer (acting through its Board of Directors (the "Board of Directors") or other authorized person) may reasonably determine from time to time as are generally consistent with the mutually agreed upon position and title and as such authority, duties and responsibilities exist as of the Closing (as such term is defined in the Merger Agreement) or as may be otherwise agreed between the Employer and the Employee. The Employee shall report to the Board and of Directors. In rendering his employment hereunder, the Employee shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Employer and of the Employer, in each case, as are consistent with her position as Chief Executive Officer all applicable policies and rules of the Employer. (b) During the Employment Period, excluding the Board of Directors may request that the Employee serve as a member of the Board of Directors or as a member of any periods management committee or board of vacation directors of any subsidiary of the Employer, and, if so requested, the Employee agrees to serve as a member of the Board of Directors or as a member of any other such management committee or board of directors. The Employer agrees to indemnify the Employee against all liabilities, costs, charges and sick leave expenses whatsoever incurred by the Employee in connection with any threatened, pending or completed action, suit or proceeding to which the Employee is entitledmay be made a party or may be threatened to be made a party by reason of the Employee's having served on the Board of Directors or as a member of any management committee or board of directors of any subsidiary of the Employer to the fullest extent permitted by applicable law and by the by-laws and certificate of incorporation of the Employer. (c) During the Employment Period and as long as the Employer shall not be in default of a material obligation hereunder or under the Stockholders' Agreement between the Employee, the Employer, JGD and certain other parties named therein, dated the date hereof (the "Stockholders' Agreement"), the Employee shall devote her his full working timebusiness time and energy, energy attention, skills and attention ability to the performance of her duties and responsibilities his obligations hereunder and on an exclusive basis, shall faithfully and diligently endeavor to promote the business and best interests of the Employer, and shall make available to the Employer all knowledge possessed by him relating to any aspect of his duties and responsibilities hereunder. (cd) During the Employment PeriodPeriod and so long as the Employer shall not be in default of a material obligation hereunder or under the Stockholders' Agreement, the Employee may not, except as provided in this Agreement, without the prior written consent of the Employer, Employer operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent officer or representative director of, any type of business or service (other than as an employee and director of the Employer), ; provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member the Employee may invest in any publicly traded companies where the Employee's investment is less than 5% of any civic or charitable organizationthe outstanding stock of such company, (ii) manage her personal, financial the Employee may not serve on the Board of Directors of any Competitor (as defined below) and legal affairs, or may serve on the board of directors of any other company with the prior written consent of the Board of Directors (which consent shall not be unreasonably withheld) and (iii) serve as a director the Employee may engage on behalf of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such the Employer in industry activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities relating to the business of the Employer such as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardindustry trade groups.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Co-Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 4 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, (ii) acquire, invest, manage, construct, develop and dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or directly in any capacity, provided such activities do not take a material amount of the Executive’s time and do not interfere with the Executive’s duties and obligations to the Company, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardcharitable or civic boards or committees.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Operating Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Deerfield, Illinois or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer contrary herein, except as otherwise provided hereunder. Service in Section 12(b), this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerVice President and General Counsel, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Birmingham, Alabama or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer contrary herein, except as otherwise provided hereunder. Service in Section 12(b), this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee Executive as its Chief Executive Financial Officer, and the Employee shall serve, subject Executive hereby agrees to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees continue to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof 4 below (the “Employment Period”). . (a) The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Chief Executive Officers and the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Chief Executive Officers and the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave paid personal time off to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than on behalf of the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board and/or Chief Executive Officer. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, or (iiiii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardcharitable or civic boards or committees.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees agreed to continue to employ the Employee full-time as its Chief Executive Officera member of the Board, and effective April 16, 2014 through May 16, 2014 (the “Initial Period”), and, thereafter, commencing on May 17, 2014, (the “Effective Date”), the Company hereby agrees to continue to employ the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, part-time as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby agrees to continue to be so employed, accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by set forth in Section 3 hereof (the “Employment Period”). The During the Initial Period and the Employment Period, the Employee shall report to the Board Chief Executive Officer of the Company. During the Initial Period and the Employment Period, the Employee shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Company as may be in effect from time to time. The Company shall provide the Employee with copies of all applicable policies and rules, including any and all modifications thereto that the Company may implement during the Initial Period and the Employment Period. During the Initial Period, the Employee’s principal work location shall be at the Company’s offices in New Haven, Connecticut and, during the Employment Period, the Employee’s principal work location shall be at his residence located in Ft. Lauderdale, Florida or such other location as the Employee and the Company shall mutually agree (hereinafter the “Principal Place of Business”); provided that the Employee may be required to travel from time to time as necessary in order to perform his duties and responsibilities hereunder. The Company and the Employee hereby agree that the Employee’s position as a member of the Board and/or his duties and responsibilities in connection therewith shall not be changed except pursuant to the terms of a written amendment to this Agreement in accordance with the Employer, in each case, as are consistent with her position as Chief Executive Officer terms of the Employerthis Agreement. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees that he shall devote her full working time, energy and attention be available to provide services to the performance Company and its subsidiaries as the Company may request for at least twenty-five percent of her duties a full-time basis, pursuant to such specific scheduling as the Employee and responsibilities hereunder and the Company shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) mutually agree. During the Employment Period, the Employee shall not be required to devote his full business time to the performance of services to the Company. The Company hereby agrees that the Employee may notserve, without and the prior written consent Company hereby authorizes the Employee to serve, on the board of directors (or other governance body) of any corporation, partnership, limited liability company, trust or joint venture, or other entity, provided that in each case such service does not violate the terms set forth in Section 7(b) below or any corporate governance policies of the EmployerCompany. Notwithstanding the foregoing, operatethe Employee may become employed by, participate engage in the managementbusiness with, operations serve as an agent or control consultant to, become a partner, member, principal, stockholder or other owner of, or act otherwise perform services for another company, commencing on the Effective Date; provided, however, that the Employee must comply with all other terms of this Agreement including, but not limited to, Section 7 herein. (c) Notwithstanding anything to the contrary herein, except as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee otherwise provided in this Section 1(c) and director of the EmployerSection 10(b), provided this Agreement supersedes any existing agreements related to the Employee’s employment with the Company or any of its affiliates and such agreements shall be of no further force or effect. The parties hereto hereby agree that it (i) the agreements set forth on Exhibit A attached hereto (collectively, the “Continuing Agreements”) and (ii) the agreements set forth on Exhibit B attached hereto (collectively, the “Equity Grant Agreements”), all shall remain in full force and effect in accordance with their terms and shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved superseded by the Boardthis Agreement.

Employment, Duties and Agreements. (a) The Employer hereby agrees Executive shall be employed by SCI, by Parent, or by any of the direct or indirect subsidiaries of Parent (SCI, Parent and any or all of the direct or indirect subsidiaries of Parent being referred to employ collectively herein as the Employee “Company”) as its Chief Executive Officerthe Senior Vice President, Catalyst Group, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive’s employment may be transferred, assigned or re-assigned to or among any of the entities comprising the Company, and such transfer, assignment or re-assignment shall not constitute a termination of employment or “Good Reason” (as defined below) for Executive’s termination of employment under this Agreement. Executive shall report to the Board Office of the Chief Executive Officer of the Company (the “Office of the CEO”) and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with Executive’s position as Senior Vice President. During the Employment Period, authority and responsibilitiesExecutive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, member of the board of directors, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. (d) The Company has a Code of Business Conduct (“Code of Conduct”) which sets forth its principles of business conduct as well as its commitment to adherence to the highest standards of such principles. Service The Company expects every employee to follow these principles and to read and adhere to the Code of Conduct. Within 15 days of Executive’s first day of employment, he will be required to complete an on-line training session on any other entity’s board the Code of directors must be approved Conduct and provide written acknowledgement that he completed the course and agrees to abide by the BoardCode of Conduct. (e) As an officer of the Company, Executive will be required to comply with the Company’s stock ownership guidelines for officers, which will require Executive to hold shares of Parent common stock having a value at least equal to a multiple of Executive’s Base Salary, as specified by the terms of the stock ownership guidelines set forth in Parent’s Corporate Governance Principles (last amended on January 31, 2008). (f) Executive will be employed with the Company in the San Jose, California metropolitan area and will not be required to relocate.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Financial Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Birmingham, Alabama or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer contrary herein, except as otherwise provided hereunder. Service in Section 12(b), this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee part-time as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member Chairman of the Board of Directors of the Employer Board, effective January 9, 2014 (the “Board”"Effective Date"), subject to the By-laws of the Employer, as applicable, and the Employee hereby agrees to continue to be so employed, accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by set forth in Section 3 hereof (the “"Employment Period”"). The During the Employment Period, the Employee shall report to the Board and Chief Executive Officer of the Company. During the Employment Period, the Employee shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Company as may be in effect from time to time. The Company shall provide the Employee with copies of all applicable policies and rules, including any and all modifications thereto that the Company may implement during the Employment Period. The Employee's principal work location shall be at the Company's offices in New Haven, Connecticut or such other location as the Employee and the Company shall mutually agree (hereinafter the "Principal Place of Business"); provided that the Employee may be required to travel from time to time as necessary in order to perform his duties and responsibilities hereunder. The Company and the Employee hereby agree that the Employee's position and title of Chairman of the Board and/or his duties and responsibilities in connection therewith shall not be changed except pursuant to the terms of a written amendment to this Agreement in accordance with the Employer, in each case, as are consistent with her position as Chief Executive Officer terms of the Employerthis Agreement. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees that he shall be available to provide services to the Company and its subsidiaries as the Company may request for at least four (4) working days per month, pursuant to such specific scheduling as the Employee and the Company shall mutually agree. The Employee shall not be required to devote her his full working time, energy and attention business time to the performance of her duties services to the Company. The Company hereby agrees that the Employee may serve, and responsibilities hereunder and shall faithfully and diligently endeavor the Company hereby authorizes the Employee to promote serve, on the business and best interests board of directors (or other governance body) of any corporation, partnership, limited liability company, trust or joint venture, or other entity, provided that in each case such service does not violate the Employerterms set forth in Section 7(b) below. (c) During Notwithstanding anything to the Employment Periodcontrary herein, except as otherwise provided in this Section 1(c) and Section 10(b), this Agreement supersedes any existing agreements related to the Employee's employment with the Company or any of its affiliates and such agreements shall be of no further force or effect. The parties hereto hereby agree that (i) the agreements set forth on Exhibit A attached hereto (collectively, the Employee may not"Continuing Agreements") and (ii) the agreements set forth on Exhibit B attached hereto (collectively, without the prior written consent of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer"Equity Grant Agreements"), provided that it all shall remain in full force and effect in accordance with their terms and shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved superseded by the Boardthis Agreement.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Operating Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Deerfield, Illinois or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer as provided hereunder. Service contrary herein, this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive via a promotion (the “Promotion”) as its Chief Executive OfficerSenior Vice President and General Manager of SANYO Semiconductor Group, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Senior Vice President and General Manager of SANYO Semiconductor Group. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee Executive as its Chief Executive Financial Officer, and the Employee shall serve, subject Executive hereby agrees to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees continue to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof 4 below (the “Employment Period”). . (a) The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Chief Executive Officers and the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Chief Executive Officers and the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave paid personal time off to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board and/or Chief Executive Officer. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, or (iiiii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardcharitable or civic boards or committees.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive via a promotion (the “Promotion”) as its Executive Vice President and Chief Executive Financial Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President and Chief Financial Officer. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerGeneral Counsel, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Company’s Board and of Directors (the “Board”). The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerBoard. Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company's conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) deliver lectures or fulfill speaking engagements or (C) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerVice President, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Operating Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 4 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany and all applicable policies and rules of the Company. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany and any of its direct or indirect subsidiaries. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerParent, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany); provided, provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service ; and provided, further, that Parent shall not unreasonably withhold consent to the Executive serving as a director on any other entity’s the board of directors must be approved by a company whose activities are not in competition, directly or indirectly, with those of the BoardCompany or any of its direct or indirect subsidiaries and the amount of time and attention required of the Executive to satisfy his obligations as such a director are not reasonably likely to detract from the execution of his duties and responsibilities hereunder in any material respect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee Executive as its Co-Chief Executive OfficerOfficer and Chairman of its Board of Directors at a location in Greenwood Village, Colorado, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to continue to serve the Employer Company in such capacities on a full-time basis during the employment period fixed by Section 3 hereof 4 below (the “Employment Period”). With the Executive’s consent, the Executive shall also be appointed as Co-Chief Executive Officer of each of the principal, direct and indirect operating subsidiaries of the Company, and may also be appointed to other positions with the Company consistent with his leadership role as Co-Chief Executive Officer of the Company. (a) The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave paid time off to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than on behalf of the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, (ii) acquire, invest, manage, construct, develop, and dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or indirectly in any capacity, provided such activities do not take a material amount of the Executive’s time and do not interfere with the Executive’s duties and obligations to the Company, or (iii) serve on charitable or civic boards or committees. (d) During the Employment Period, the Executive shall be nominated by the Board for election as member of the Board at each annual meeting of stockholders of the Company held during the Employment Period. During the Employment Period, the Executive may also be a director member of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by of each principal operating subsidiary of the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Development Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Santa Xxxx, Florida or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer contrary herein, except as otherwise provided hereunder. Service in Section 12(b), this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees promotes Executive to employ the Employee as its position of Executive Vice President and Chief Executive Officer, Operating Officer and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts the promotion and such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President and Chief Operating Officer of the Company. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ the Employee as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee shall report to the Board and shall have such duties, authority and responsibilities, and shall act in accordance with all reasonable instructions and directions of the Board and of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the Employer. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote her full working time, energy and attention to the performance of her duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) During the Employment Period, the Employee may not, without the prior written consent of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros CommunicationsIdaho Power Company, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ Executive shall continue his employment as the Employee as its Executive Vice President, General Counsel, Chief Executive Compliance & Ethics Officer, Chief Risk Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member Corporate Secretary of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, Company and the Employee hereby accepts such positions and agrees to serve the Employer in such capacities Parent during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with Executive’s position as Executive Vice President, authority General Counsel, Chief Compliance & Ethics Officer, Chief Risk Officer, and responsibilitiesCorporate Secretary. During the Employment Period, Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Atlantic Power Services hereby agrees to employ the Employee Executive as its Chief Atlantic Power Corporation’s and the Company’s Executive OfficerVice President — Commercial Development, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by set forth in Section 3 hereof (the “Employment Period”). The Employee During the Employment Period, the Executive shall report to the Board Chief Executive Officer (the “CEO”), and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board CEO, and all applicable policies and rules of the EmployerCompany as may be in effect from time to time. The Executive’s principal work location shall be at the Company’s offices in Dedham, Massachusetts (hereinafter the “Principal Place of Business”); provided that the Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany; provided that the Executive may devote time, energy and attention to activities allowed under Section 1(c) hereof. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Company (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), ; provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) Executive may serve as a director of ON Semiconductor Corporationanother entity in accordance with the policies of the Company as may be in effect from time to time; provided further that the Executive may participate on the governing boards of other organizations that do not compete with the Company (as determined by the Board), Atheros Communications, manage his personal investments and Open Silicon Inc., engage in charitable and civic activities so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her Executive’s duties and responsibilities hereunder. The Executive shall provide the Board sufficient materials in such detail as the Board may request in connection with the Board’s assessment of whether certain organizations compete with the Company. As of the Effective Date, the Board has consented to the Employer Executive’s serving as provided hereunder. Service on any other entity’s board a director of directors must be approved by the Board.GCX Energy Storage, Inc.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee Executive as its Co-Chief Executive OfficerOfficer and member of its Board of Directors at a location in Greenwood Village, Colorado, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to continue to serve the Employer Company in such capacities on a full-time basis during the employment period fixed by Section 3 hereof 4 below (the “Employment Period”). With the Executive’s consent, the Executive shall also be appointed as Co-Chief Executive Officer of each of the principal, direct and indirect operating subsidiaries of the Company, and may also be appointed to other positions with the Company consistent with his leadership role as Co-Chief Executive Officer of the Company. (a) The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave paid time off to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than on behalf of the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, (ii) acquire, invest, manage, construct, develop, and dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or indirectly in any capacity, provided such activities do not take a material amount of the Executive’s time and do not interfere with the Executive’s duties and obligations to the Company, or (iii) serve on charitable or civic boards or committees. (d) During the Employment Period, the Executive shall be nominated by the Board for election as member of the Board at each annual meeting of stockholders of the Company held during the Employment Period. During the Employment Period, the Executive may also be a director member of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by of each principal operating subsidiary of the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. In addition, authority and responsibilitiesduring the Employment Period, the Company shall use its best efforts to cause the Executive to be elected as a member of the Board. During the Employment Period, the Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Board, and all applicable policies and rules of the EmployerCompany, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in each caseDeerfield, Illinois or such other location as are consistent with her position the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Executive may be required to travel as Chief Executive Officer of the Employernecessary in order to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard, which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer as provided hereunder. Service contrary herein, this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerVice President and General Counsel, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Birmingham, Alabama or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer as provided hereunder. Service contrary herein, this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer hereby Company agrees to employ Executive as Executive Vice President and Chief Financial Officer of the Employee as its Chief Executive Officer, Company and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensationParent, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer described in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board President and Chief Executive Officer of the Parent (the “CEO”) and shall have such dutiesduties and responsibilities as the CEO may reasonably determine from time to time as are consistent with Executive's position as Executive Vice President and Chief Financial Officer. During the Employment Period, authority and responsibilitiesExecutive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board CEO and all applicable policies and rules of the EmployerCompany. Executive's principal work location shall be Phoenix, Arizona, provided that Executive shall be required to travel as required in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods when, pursuant to the Company’s flexible vacation policy, Executive may take time off as desired, consistent with the performance of vacation his duties and sick leave to which the Employee is entitledresponsibilities, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) Executive agrees to submit himself for physical examination on one occasion per year as requested by the Company; provided, however, that the Company shall bear the entire cost of such examinations. (d) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on . (e) Executive represents that his employment with the Company and future performance of services under this Agreement does not and will not violate any other entity’s board of directors must be approved by the Boardagreement or obligation that Executive may have with any current or former employers or other third parties.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Senior Vice President and Chief Executive Officer, Manufacturing and Technology Officer and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “"Employment Period”"). The Employee Executive shall report to the Board President of the Company or his designee and shall have such dutiesduties and responsibilities as the President or his designee may reasonably determine from time to time as are consistent with Executive's position as Senior Vice President and Chief Manufacturing and Technology Officer. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with all reasonable with, the instructions and directions of the Board President or his designee and all applicable policies and rules of the EmployerCompany. The Executive's principal work location shall be Phoenix, Arizona, provided that the Executive shall be required to travel as required in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Financial Officer and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board and Company’s Chief Executive Officer (“CEO”). The Executive’s principal place of employment shall be Alpharetta, Georgia. The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the CEO from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board CEO and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerCompany’s Board of Directors (the “Board”). Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) manage her personal, financial and legal affairsdeliver lectures or fulfill speaking engagements, or (iiiC) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.manage his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Co-Chief Executive OfficerOfficer and Chairman of its Board of Directors, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof 4 below (the “Employment Period”). . (a) The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, (ii) acquire, invest, manage, construct, develop and dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or indirectly in any capacity, provided such activities do not take a material amount of the Executive’s time and do not interfere with the Executive’s duties and obligations to the Company, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardcharitable or civic boards or committees.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive via a promotion (the “Promotion”) as its Chief Executive OfficerVice President of Sales and Marketing effective July 14, 2013, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President of Sales and Marketing. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Officer and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board of Directors of the Company (the “Board”) or its designee and shall have such dutiesduties and responsibilities as the Board may reasonably determine from time to time as are consistent with Executive’s position as President. In addition, authority and responsibilitiesduring the Employment Period, the Company shall cause the Executive to be elected as a member of the Board. During the Employment Period, the Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the EmployerCompany. The Executive’s principal work location shall be Chandler, Arizona, provided that the Executive shall be required to travel as required in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ cause the Employee to be elected as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member Chairman of the Board of Directors of the Employer (Parent and to employ the “Board”), subject to the By-laws Employee as Chief Executive Officer of the Employer, as applicable, Parent and the Subsidiary and the Employee hereby accepts such positions and agrees to serve the Employer Parent and the Subsidiary in such capacities during the employment period fixed by Section 3 hereof (the “"Employment Period”"). The Employee acknowledges that the title of Chief Executive Officer of the Parent and the Subsidiary may be given to another officer assuming a business/operations role if the Board of Directors of the Parent (the "Board") determines in its sole discretion that such action is necessary to recruit such other officer; provided that such other officer, as Chief Executive Officer, shall report to a committee of the Board consisting of no more than three members of which the Employee is the chairman, and the Employee and the Board shall from time to time mutually agree on the reporting relationships of any other senior officer of the Employer or any of its subsidiaries. The Employee shall report solely and directly to the Board. The Employee's duties and responsibilities shall be such duties and responsibilities as the Board and may reasonably determine from time to time that are consistent with the above job titles. During the Employment Period, the Employee shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and of the Employer, in each case, all applicable policies and rules thereof as are consistent with her position as Chief Executive Officer of the Employerabove job titles. (b) During the Employment PeriodPeriod and as long as the Employer shall not be in default of a material obligation hereunder, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote substantially all of her full working time, energy and attention to the performance of her duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) During the Employment PeriodPeriod and so long as the Employer shall not be in default of a material obligation hereunder, the Employee may not, without the prior written consent of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or trustee, committee member or principal of any type of business or civic or charitable organizationorganization (including, without limitation, acting as a producer or executive producer of motion picture productions) and (ii) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses clauses (i), ) and (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Financial Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Deerfield, IL, or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive’s principal place of employment shall be Atlanta, Georgia, or such other place as the parties may mutually determine. The Executive shall report to the Company’s Board and of Directors (the “Board”). The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerBoard. Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) deliver lectures or fulfill speaking engagements (C) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties the Executive’s responsibilities as an executive officer of the Company or (D) own and responsibilities manage LWB, LLC and LWB Consulting, LLC with respect to the Employer activities such entities are currently engaged. (d) During the Employment Period, the Executive shall serve as provided hereunder. Service on any other entity’s board a member of directors must be approved by the Board. Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned as a member of the Board and from all other positions with the Company.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ Executive as the Employee as its Chief Executive OfficerV.P., CFO and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as V.P., authority and responsibilitiesCFO. During the Employment Period, the Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee Executive hereby accepts such position and agrees to serve the Company in such capacity during the employment period fixed by Section 4 hereof (the “Employment Period”). In addition, the Executive shall serve, subject to shareholder election after her initial appointment, without additional compensation, serve as a member of the Board of Directors of the Employer Parent (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all generally applicable written policies and rules of the Employer, in each case, as Company that are consistent with her position as Chief Executive Officer of the Employerprovided or made available to Executive. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder (except as contemplated by Section 2(c) hereof) and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerParent, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany or advisor to TPG Capital, L.P. or its affiliates (“TPG”)); provided, provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not unduly interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service ; and provided further, that Parent shall not unreasonably withhold consent to the Executive serving as a director on any other entity’s the board of directors must be approved by of one or more companies other than the BoardCompany whose activities are not in competition, directly or indirectly, with those of the Company and the amount of time and attention required of the Executive to satisfy his obligations as such a director are not reasonably likely to detract from the execution of his duties and responsibilities hereunder in any material respect. Parent hereby consents to the Executive serving on the boards of the entities listed on Schedule A hereto.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee as its Chief Executive OfficerVice President, Sales and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicableMarketing, and the Employee hereby accepts such positions employment and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee’s duties and responsibilities shall be such duties and responsibilities as the President and Chief Executive Officer may reasonably determine from time to time and as are consistent with his job title and his current duties, responsibilities and authority. The Employee’s principal work location shall be in Ashburn, Virginia, but the Employee may be required to travel consistent with the requirements of his position, as Employee deems appropriate. In rendering the Employment, the Employee shall report to the Board and shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with all reasonable instructions and directions of the Board President and of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerOfficer. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote her full working all time, energy and attention as he reasonably deems necessary to the performance of her fulfill his duties and responsibilities hereunder and as specified above. Employee shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany, and shall make available to the Company all knowledge possessed by him relating to any aspect of his duties and responsibilities hereunder. (c) During Except as specifically provided herein, during the Employment Period, Period the Employee may not, without the prior written consent of the EmployerCompany, operate, participate in the management, operations or control of, or act as an employee, officer, director, trustee, consultant, principal, partner, shareholder, agent or representative of, of any type of business or service (other than as an employee and director of that competes with the Employer)Company provided, provided however, that it if the conditions set forth in the next sentence are satisfied, the Employee shall not be a violation of the foregoing or of Section 1(b) above for the Employee to require any such consent in connection with his (i) act or serve as a director, trustee or committee member passive investment in less than 5% of any civic or charitable organizationclass of securities which are required to be registered under Section 12 of the Exchange Act, (ii) manage her personal, financial and legal affairspassive investment in (a) any securities which are not required to be so registered or (b) any business venture (whether or not for profit) with respect to which securities have not been issued, or (iii) serve as a director of ON Semiconductor Corporationserving on educational, Atheros Communicationscivic or charitable boards or committees or delivering lectures or speeches, and Open Silicon Inc.or teaching at educational, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardcivic or charitable institutions.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its an Executive Vice President of the Company and the Chief Executive OfficerOfficer of Aleris Americas responsible for the management of all of the Company’s business operations in North and South America, currently comprised of the Company’s Rolled Products North America business and its Recycling Americas business unit, , and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions and all applicable policies and rules of the Board and of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) Company. During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany). It shall not, provided that it shall not however, be a violation of the foregoing or provisions of this Section 1(b) above for the Employee Executive to (i) act or subject to the approval of the Board, serve as a directoran officer or director or otherwise participate in non-profit, trustee educational, welfare, social, religious and civil organizations, or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as any such activities (described in clauses (i), ) and (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity. (c) In connection with the Executive’s board of directors must be approved employment by the BoardCompany under this Agreement, the Executive shall be based at the principal executive offices of the Company, currently located in Beachwood, Ohio, except for such travel as the performance of the Executive’s duties in the business of the Company may require. For a period of up to two years from the date the Executive commences his employment with the Company, the Company shall provide reimbursement for reasonable travel and temporary housing expenses. These expenses will include the cost of a temporary rental apartment in the Cleveland area, including utilities and rented furnishings, and air transportation on a weekly basis to and from Cleveland, consistent with Aleris’ travel policies. At the time of your relocation to Cleveland, your moving, home sale and other relocation expenses will be provided under the Aleris relocation policies.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerVice President, and President, Aleris Europe, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the term of employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer (“CEO”) of Aleris International Inc. (“Aleris”) and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company and the CEO from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions and all applicable policies and rules of the Board Company, Aleris Europe and of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerAleris. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) Company, Aleris Europe and Aleris. During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerAleris, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany and Aleris). It shall not, provided that it shall not however, be a violation of the foregoing or provisions of this Section 1(b) above for the Employee Executive to (i) act or subject to the approval of the Board, serve as a directoran officer or director or otherwise participate in profit, trustee non-profit, educational, welfare, social, religious and civil organizations, or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as any such activities (described in clauses (i), ) and (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company and Aleris as provided hereunder. Service on any other entity. (c) In connection with the Executive’s board of directors must be approved employment by the BoardCompany under this Agreement, the Executive shall be based at the principal executive offices of the Company, currently located in Schaffhausen, Switzerland, except for such travel as the performance of the Executive’s duties in the business of the Company and Aleris may require.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Co-Chief Executive OfficerOfficer and a member of its Board of Directors, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof 4 below (the “Employment Period”). . (a) The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Board of Directors (the “Board”) from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her substantially his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall Board. It will not be a violation of the foregoing or of Section 1(b) above this exclusivity provision for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her the Executive’s personal, financial and legal affairs, (ii) acquire, invest, manage, construct, develop and dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or indirectly in any capacity, provided such activities do not take a material amount of the Executive’s time and do not interfere with the Executive’s duties and obligations to the Company, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardcharitable or civic boards or committees.

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors Vice Chairman of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions the employment of, and agrees to serve serve, the Employer in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive’s duties and responsibilities shall be such duties and responsibilities as are consistent with the above title, including without limitation, any such duties and responsibilities as may be assigned to him by the Chief Executive Officer of the Employer (the “Employment”). The Executive shall report to the Chief Executive Officer of the Employer. The Executive will be a member of the Employer’s Executive Officer Group, will be entitled to attend all meetings of the Employer’s Executive Officer Group, and will attend meetings of the Board of Directors of the Employer as a member of the Executive Officer Group and as directed by the Chief Executive Officer of the Employer. In rendering the Employment, the Executive shall have such duties, authority and responsibilitiesbe subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Employer and of the Employer, in each case, all applicable policies and rules thereof as are consistent with her position as Chief Executive Officer of the Employerabove job description. (b) During the Employment Period, excluding any periods Period and as long as the Employer shall not be in default of vacation and sick leave to which the Employee is entitleda material obligation hereunder, the Employee Executive shall devote her his full working timebusiness time and energy, energy attention, skills and attention ability to the performance of her duties and responsibilities hereunder and the Employment on an exclusive basis, shall faithfully and diligently endeavor to promote the business and best interests of the Employer, and shall make available to the Employer all knowledge possessed by him relating to any aspect of his duties and responsibilities hereunder. Notwithstanding the foregoing, the Executive shall not be deemed to have breached his obligations under this Agreement as a result of any temporary inability to render services by reason of ill health, disease, accident or other similar cause beyond his reasonable control and he shall be entitled to full compensation during any such period. (c) During the Employment PeriodPeriod and so long as the Employer shall not be in default of a material obligation hereunder, the Employee Executive may not, without the prior written consent of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, director, trustee, consultant, principal, agent or representative of, any type of business or service (other than as an employee and director of the Employer), ; provided that it nothing in this Agreement shall be construed to require written consent or otherwise restrict the Executive’s right to engage in charitable, community or other nonprofit activities that do not be a violation materially impair the Executive’s ability to perform the duties and responsibilities of the foregoing Employment. (d) The Executive acknowledges that the Employer may, subsequent to the Effective Date (as defined in Section 3 hereof), reorganize, consolidate or otherwise modify the structure and/or operation of Section 1(b) above for one or more of the Employee to (i) act or serve business units being acquired by the Employer as a director, trustee or committee member result of any civic or charitable organization, (ii) manage her personal, financial consummation of the transactions contemplated by the Agreement and legal affairs, or (iii) serve as a director Plan of ON Semiconductor Corporation, Atheros CommunicationsMerger described in Section 3 hereof, and Open Silicon Inc.acknowledges that any changes to the scope and nature of the Executive’s responsibilities arising therefrom are not inconsistent with the job responsibilities contemplated by this Employment Agreement, and do not result in “constructive” termination of the Employment, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities Executive continues to report to the Chief Executive Officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardthereafter.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Vice President and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee Executive as its Chief Executive OfficerOfficer and President of the Company and of IMS, and the Employee shall serveExecutive hereby agrees to continue in such position and agrees to serve the Company and IMS in such capacities during the employment period fixed by Section 4 hereof (the “Employment Period”). During the Employment Period, subject to shareholder election after her initial appointmentthe requirements of applicable law (including, without additional compensationlimitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company agrees to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period the election or re-election, as applicable, of the Executive as a member of the Board of Directors of the Employer Company (the “Board”)) and the Executive shall so serve if elected or re-elected; provided, subject to however, that if the By-laws Executive’s employment with the Company terminates for any reason, the Executive’s membership on the Board shall also terminate, unless otherwise agreed in writing by the Company and the Executive. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Employer, Company’s Affiliates (as applicable, and the Employee hereby accepts such positions and agrees defined below) if so elected or appointed from time to serve the Employer in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”)time. The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall report to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany and IMS. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention attention, and his best efforts, abilities, experience and talent, to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany); provided, provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, affairs or (iiiii) serve as a director of ON Semiconductor Corporation(or similar position with) an educational, Atheros Communicationscharitable, and Open Silicon Inc.community, civic, religious or similar type of organization, with the approval of the Board, so long as as, in each such case, such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company and IMS as provided hereunder; and provided, further, that the Board shall not unreasonably withhold consent to the Executive serving as a director on the board of a company whose activities are not in competition, directly or indirectly, with those of the Company and the amount of time and attention required of the Executive to satisfy his obligations as such a director are not reasonably likely to, and do not, detract from the execution of his duties and responsibilities hereunder in any material respect. Service on any other entity’s Such consent is hereby granted for the Executive to continue as a member of the board of directors must be approved by the Board.of The Home Depot, Inc.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to continue to employ the Employee Executive as its Chairman and Chief Executive Officer, and the Employee shall serve, subject Executive hereby agrees to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject continue to the By-laws of the Employer, as applicable, and the Employee hereby accepts be employed in such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”)) upon the terms and conditions set out in this Agreement. The Employee Executive shall report directly to the Board of Directors of the Company (the “Board”), and shall have such duties, responsibilities and authority as are consistent with the Executive’s position and as may be assigned by the Board from time to time, which shall, without limiting the authority of the Board, include the direct charge of and general supervision over the business and affairs of the Company; provided, however, that such duties, functions, responsibilities, and authority as are assigned by the Board are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to the Company. During the Employment Period, the Executive shall serve as a member of the Board and shall be appointed to the Board of Directors of Parent and any upper tier entity established after the date hereof and from which governance of the Company is directed. During the Employment Period, the Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions and all applicable policies and rules of the Board that are reasonable and customary for a person serving in the same or similar capacity as the Executive of an enterprise comparable to the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) Company. During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany). It shall not, provided that it shall not however, be a violation of the foregoing or provisions of this Section 1(b) above for the Employee Executive to (i) act or subject to the approval of the Board, which shall not be unreasonably withheld, serve as a director, trustee director of the board of directors or committee as a member of any civic an advisory board of a noncompeting company (provided that all board roles in which Executive serves as of the Effective Date (defined below), as set forth on Schedule I hereto (“Schedule I”), shall be deemed to have been approved by the Board, and provided further that the Executive may serve as a member of an advisory board or charitable organizationthe board of directors of no more than two public, noncompeting companies without the approval of the Board but with prior notice to the Board disclosing the names of such companies and such other information as the Board shall reasonably request) (ii) subject to the approval of the Board, which shall not be unreasonably withheld, serve as an officer or director or otherwise participate in non-profit, educational, welfare, social, religious and civil organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, as set forth on Schedule I, or (iii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as any such activities (described in clauses (i), (ii), and ) or (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity. (c) In connection with the Executive’s board of directors must be approved employment by the BoardCompany under this Agreement, the Executive shall be based at the principal executive offices of the Company, currently located in Beachwood, Ohio, except for such travel as the performance of the Executive’s duties in the business of the Company may require. (d) The Severance Agreement, dated as of August 30, 2005, by and between the Company and the Executive (the “Severance Agreement”) is expressly assumed hereby as contemplated in section 10(b)

Employment, Duties and Agreements. (a) The Employer hereby agrees Executive shall be employed by SCI, by its parent, ON Semiconductor Corporation (“Parent”), or by any of the direct or indirect subsidiaries of Parent (SCI, Parent and any or all of the direct or indirect subsidiaries of Parent being referred to employ collectively herein as the Employee “Company”) as its Chief Executive Officerthe Senior Vice President, Custom and Foundry, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive’s employment may be transferred, assigned or re-assigned to or among any of the entities comprising the Company, and such transfer, assignment or re-assignment shall not constitute a termination of employment or “Good Reason” (as defined below) for the Executive’s termination of employment under this Agreement. The Executive shall report to the Board Office of the Chief Executive Officer of the Company (the “Office of the CEO”) and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Senior Vice President. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) The offer of employment described in this Agreement is contingent and conditioned on the successful closing of the transaction with AMIS Holdings, Inc. announced by the Company on December 13, 2007 (the “AMIS Transaction”). In addition, this offer of employment is contingent upon: (i) unless a valid and satisfactory urinalysis drug test is on file with AMIS Holdings, Inc. and such is made available to the Company or confirmed to the Company to its satisfaction, Executive’s successful completion of a urinalysis drug test (i.e., negative result) in accordance with the Company’s policy on drug testing to be taken within 48 hours of receipt of the Executive’s New Hire Packet; (ii) unless a valid and satisfactory background investigation is on file with AMIS Holdings, Inc. and such is made available to the Company or confirmed to the Company to its satisfaction, the Company’s completion of a satisfactory background investigation; (iii) Executive’s delivery to the Company of satisfactory proof of identity and eligibility to work in the United States; and (iv) the approval of the employment terms contained in this Agreement by the Board of Directors of the Parent and/or, as appropriate, by its Compensation Committee (both or either herein may be referred to as the “Board”). (c) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (cd) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, member of a board of directors, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. (e) The Company has a Code of Business Conduct (“Code”) which sets forth its principles of business conduct as well as its commitment to adherence to the highest standards of such principles. Service The Company expects every employee to follow these principles and to read and adhere to the Code. Within 15 days of Executive’s first day of employment, he will be required to complete an on-line training session on any other entity’s board of directors must be approved the Code and provide written acknowledgement that he completed the course and agrees to abide by the BoardCode. (f) The Executive’s employment with the Company will commence at the Pocatello, Idaho Facility. The Company expects that it will require the Executive to relocate his primary residence to the Phoenix, Arizona metropolitan area and to work in the Company’s Phoenix headquarters, with such relocation to occur at a time determined by the Company within a period of two years following the commencement of the Employment Period, and the Executive agrees to such relocation.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive via a promotion (the “Promotion”) as its Chief Executive OfficerVice President and General Manager of the Power Solutions Group effective January 1, 2019, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President and General Manager of the Power Solutions Group. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive via a promotion (the “Promotion”) as its Chief Executive OfficerVice President and General Manager of the Analog Solutions Group effective May 11, 2018, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by described in Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Office of the Chief Executive Officer (the “Office of the CEO”) of the Company and shall have such dutiesduties and responsibilities as the Office of the CEO may reasonably determine from time to time as are consistent with the Executive’s position as Executive Vice President and General Manager of the Analog Solutions Group. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and Office of the Employer, in each case, as are consistent with her position as Chief Executive Officer CEO and all applicable policies and rules of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerPresident of Axcan Pharma and having responsibility for the Company’s Pharmaceutical Technologies and Global Supply Chain, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 4 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Company and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany and any of its direct or indirect subsidiaries. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerParent, directly or indirectly, operate, participate in the management, management operations or control of, or act as an employeeexecutive, officer, consultant, consultant agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany); provided, provided that it shall not be a violation of the foregoing or of this Section 1(b) above 2 for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, affairs or (iiiii) serve as a director engage in charitable or other endeavors, with respect to organizations listed on Exhibit A (which may be updated from time to time by the mutual consent of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., the parties) so long as such activities (described in clauses (i), (ii), and (iii)) affairs or endeavors do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service ; and provided, further, that Parent shall not unreasonably withhold consent to the Executive serving as a director on any other entity’s the board of directors must any entity whose activities are not in competition, directly or indirectly, with those of the Company or any of its direct or indirect subsidiaries and the amount of time and attention required of the Executive to satisfy his obligations as such a director are not reasonably likely to detract from the execution of his duties and responsibilities hereunder in any material respect. (d) The Executive’s office will be approved by located in the BoardCompany’s offices in Bridgewater, New Jersey.

Employment, Duties and Agreements. (a) The Employer Atlantic Power Services hereby agrees to employ the Employee Executive as its Atlantic Power Corporation’s and the Company’s President and Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve Atlantic Power Corporation and the Employer Company in such capacities capacity during the employment period fixed by set forth in Section 3 hereof (the “Employment Period”). The Employee Executive shall also serve as a member of the Board of Directors of the Company (the “Board”), subject to shareholders’ vote. During the Employment Period, the Executive shall report to the Board and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Board, and all applicable policies and rules of the EmployerCompany as may be in effect from time to time. The Executive’s principal work location shall be at the Company’s offices in Boston, Massachusetts (hereinafter the “Principal Place of Business”); provided that the Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard, which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), ; provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) Executive may serve as a director of ON Semiconductor Corporationanother entity in accordance with the policies of the Company as may be in effect from time to time; provided further that the Executive may participate on the governing boards of other organizations that do not compete with the Company (as determined by the Board), Atheros Communications, manage his personal investments and Open Silicon Inc., engage in charitable and civic activities so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and responsibilities Executive’s obligations to the Employer Company. The Executive shall provide the Board sufficient materials in such detail as provided hereunder. Service on any other entity’s board of directors must be approved by the Board may request in connection with the Board’s assessment of whether certain organizations compete with the Company.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Restructuring Officer and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Company’s Board and of Directors (the “Board”). The Executive’s principal place of employment shall be Tacoma, Washington. The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitledgranted, until the parties may otherwise agree in writing as set forth in the next sentence of this Section 1(b), the Employee Executive shall devote her Executive’s full working time, energy time and attention efforts to the performance of her Executive’s duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. In the event that the Board determines that Executive’s services are no longer required on a full-time basis, then the parties agree that Executive’s employment shall thereafter be provided on an hourly part-time basis. (c) The Company acknowledges that Executive has certain pre-existing engagements, which Executive represents and warrants are not in the same industry as the Company and do not present any conflict with Executive’s duties hereunder (the “Pre-Existing Services”). During the Employment Period, for so long as Executive is a full-time employee, Executive shall not engage in any new business activity (other than for the Employee may not, Company and the Pre-Existing Services) without the prior written consent approval of the EmployerBoard, operatewhich approval shall not be unreasonably withheld, participate in conditioned or delayed (provided that such business activity does not interfere with the management, operations or control of, or act performance of Executive’s responsibilities as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive officer of the EmployerCompany). Notwithstanding the foregoing, provided that during the Employment Period, it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) manage her personal, financial and legal affairsdeliver lectures or fulfill speaking engagements, or (iiiC) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.manage Executive’s personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its sole President and Chief Executive Officer, Officer (“CEO”) and Executive shall be the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Company’s most senior executive officer. The Executive hereby accepts such positions CEO position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Employment Period (as defined in Section 3 hereof hereof). Executive shall also be appointed to the Board effective as of August 18, 2009. Conditioned on Executive’s continued service as CEO and his compliance with the terms and conditions of this Agreement and the written policies and rules of the Company applicable to his position, Executive shall be annually nominated by the Board (and/or any applicable committee of the “Board) to be re-elected to the Board by the Company’s shareholders and in connection with such nomination, the Company shall also recommend that the shareholders should so elect Executive to the Board at each applicable annual meeting of shareholders. The parties agree that the Executive’s Board service shall in no event extend beyond his Employment Period”). The Employee During the Employment Period, the Executive shall report to the Board and shall have such dutiesduties and responsibilities as the Board may reasonably determine from time to time as are consistent with the Executive’s position as CEO. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all lawful and reasonable instructions and directions of the Board and all applicable written policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation vacation, holidays and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeea board member, executive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, Senior Vice President and Director of Sales and Marketing and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “"Employment Period”"). The Employee Executive shall report to the Board President of the Company or his designee and shall have such dutiesduties and responsibilities as the President or his designee may reasonably determine from time to time as are consistent with Executive's position as Senior Vice President and Director of Sales and Marketing. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with all reasonable with, the instructions and directions of the Board President or his designee and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerPresident, North America and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer in Company is such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company, currently Xxx Xxxxxx, or such other individual or individuals as the Chief Executive Officer may designate in his or her sole discretion (in any case, the “CEO”) and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with all reasonable instructions and directions of the Board CEO and all applicable policies and rules of the EmployerCompany. The Executive’s principal work location shall be Chandler, Arizona, provided that the Executive shall be required to travel as necessary in each caseorder to perform his duties and responsibilities hereunder, as are consistent it being understood that the Executive’s position with her the Company is a global position as Chief Executive Officer of the Employerthat may require extensive travel. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its President and Chief Executive Officer, and the Employee Executive hereby accepts such position and agrees to serve the Company in such capacity during the employment period fixed by Section 4 hereof (the “Employment Period”). In addition, the Executive shall serve, subject to shareholder election after her initial appointment, without additional compensation, serve as a member of the Board of Directors of the Employer Parent (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerParent, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany); provided, provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service ; and provided, further, that Parent shall not unreasonably withhold consent to the Executive serving as a director on any other entity’s the board of directors must be approved by a company whose activities are not in competition, directly or indirectly, with those of the BoardCompany or any of its direct or indirect subsidiaries and the amount of time and attention required of the Executive to satisfy his obligations as such a director are not reasonably likely to detract from the execution of his duties and responsibilities hereunder in any material respect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerPresident–ASG, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Company’s Board and of Directors (the “Board”). The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Board from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerBoard. Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) deliver lectures or fulfill speaking engagements or (C) manage her personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerPresident of its Residential Design Services (RDS) division, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board and Company’s Chief Operating Officer (“COO”). The Executive’s principal place of employment shall be Atlanta, Georgia. The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the COO from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board COO and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerCompany’s Chief Executive Officer or Board of Directors (the “Board”). Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) manage her personal, financial and legal affairsdeliver lectures or fulfill speaking engagements, or (iiiC) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.manage his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Financial Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Birmingham, Alabama or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer as provided hereunder. Service contrary herein, this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive OfficerPresident of its Architectural Surfaces Group division, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity on a full-time basis during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive’s principal place of employment shall be Austin, Texas, or such other place as the parties may mutually determine. The Executive shall report to the Board and Company’s Chief Executive Officer (“CEO”). The Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the CEO from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board CEO and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy time and attention efforts to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee may not, Executive shall not engage in any business activity other than the Company without the express prior written consent approval of the EmployerBoard of Directors (the “Board”). Notwithstanding the foregoing, operateduring the Employment Period, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above this Agreement for the Employee Executive to (iA) act or serve as a directoron corporate, trustee or committee member of any civic or charitable organizationboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (iiB) manage her personal, financial and legal affairsdeliver lectures or fulfill speaking engagements, or (iiiC) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc.manage his personal investments, so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her duties and the Executive’s responsibilities to as an executive officer of the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the BoardCompany.

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ Executive shall continue his employment as the Employee as its President and Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer in such capacities Officer during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board of Directors of the Parent or its designee and shall have such dutiesduties and responsibilities as the Board of Directors of the Parent may reasonably determine from time to time as are consistent with Executive’s position as President and Chief Executive Officer. In addition, authority and responsibilitiesduring the Employment Period, the Company shall cause Executive to be elected as a member of the Board of Directors of the Parent. During the Employment Period, Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and of Directors of the Employer, in each case, as are consistent with her position as Chief Executive Officer Parent and all applicable policies and rules of the EmployerCompany. Executive’s principal work location shall be Phoenix, Arizona, provided that Executive shall be required to travel as required in order to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Executive Vice President and Chief Executive Development Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board Chief Executive Officer of the Company or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions directions, and all applicable policies and rules, of the Board Company, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in Santa Xxxx, Florida or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Employer, Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard of Directors of the Parent (the “Board”), which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer as provided hereunder. Service contrary herein, this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by set forth in Section 3 hereof (the “Employment Period”). The Employee Executive shall also serve as a member of the Board of Directors of the Company (the “Board”), subject to shareholders’ vote. During the Employment Period, the Executive shall report to the Board and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Board, and all applicable policies and rules of the EmployerCompany as may be in effect from time to time. The Executive’s principal work location shall be at the Company’s offices in New Haven, Connecticut or such other location as the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”); provided that the Executive may be required to travel as necessary in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard, which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), ; provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her personal, financial and legal affairs, or (iii) Executive may serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described another entity in clauses (i), (ii), and (iii)) do not interfere accordance with the performance policies of her duties and responsibilities the Company as may be in effect from time to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Boardtime.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board or its designee and shall have such dutiesduties and responsibilities as are consistent with the Executive’s position. In addition, authority and responsibilitiesduring the Employment Period, the Company shall use its best efforts to cause the Executive to be elected as a member of the Board. During the Employment Period, the Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Board, and all applicable policies and rules of the EmployerCompany, including without limitation any policy with respect to equity hedging. The Executive’s principal work location shall be at the Company’s offices in each caseDeerfield, Illinois or such other location as are consistent with her position the Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Business”) provided that the Executive may be required to travel as Chief Executive Officer of the Employernecessary in order to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerBoard, which consent shall not be unreasonably withheld, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or continue to serve on the board of another company of which the Executive is currently serving, as a directorset forth on Exhibit A hereto, trustee or committee member provided that such companies are not competitors of any civic or charitable organization, the Company; (ii) manage her personal, financial and legal affairs, or serve on the board of directors of trade associations and/or charitable organizations; (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, engage in charitable activities and Open Silicon Inc., so long as such community affairs; and (iv) manage his personal investments and affairs; provided that the activities (described in the preceding clauses (i), ) through (ii), and (iii)iv) do not interfere with the proper performance of her his duties and responsibilities hereunder. (d) Notwithstanding anything to the Employer contrary herein, except as otherwise provided hereunder. Service in Section 12(b), this Agreement supersedes any existing agreements related to the Executive’s employment with the Company or any of its affiliates, including the Original Agreement, but not including stock option and restricted stock unit grant agreements outstanding on any other entity’s board the date hereof, and such agreements shall be of directors must be approved by the Boardno further force or effect.

Employment, Duties and Agreements. (a) The Employer hereby Company agrees to employ the Employee Executive as its President and Chief Executive Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, Officer as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee hereby accepts such positions and agrees to serve the Employer described in such capacities during the employment period fixed by Section 3 hereof (the “Employment Period”). The Employee Executive shall report to the Board of Directors of the Parent or its designee (the “Board”) and shall have such dutiesduties and responsibilities as the Board may reasonably determine from time to time as are consistent with Executive's position as President and Chief Executive Officer. In addition, authority (i) Executive shall be appointed as a member of the Board, effective as of the date of this Agreement, and responsibilities(ii) during the Employment Period, the Company shall cause the Executive to be appointed as a member of the Board. During the Employment Period, Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and all applicable policies and rules of the EmployerCompany. Executive's principal work location shall be Phoenix, Arizona, provided that Executive shall be required to travel as required in each case, as are consistent with her position as Chief Executive Officer of the Employerorder to perform his duties and responsibilities hereunder. (b) During the Employment Period, excluding any periods when, pursuant to the Company’s flexible vacation policy, Executive may take time off as desired, consistent with the performance of vacation his duties and sick leave to which the Employee is entitledresponsibilities, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany. (c) Executive agrees to submit himself for physical examination on one occasion per year as requested by the Company; provided, however, that the Company shall bear the entire cost of such examinations. (d) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerCompany, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service on . (e) Executive represents that his employment with the Company and future performance of services under this Agreement does not and will not violate any other entity’s board of directors must be approved by the Boardagreement or obligation that Executive may have with any current or former employers or other third parties.

Employment, Duties and Agreements. (a) The Employer hereby agrees to employ the Employee as its Chief Executive Officer, and the Parent agrees to cause the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, be elected as a member of the Board of Directors of the Employer Parent (the “"Board”), subject to ") and of the By-laws Board of Directors of the Employer, if any, and to serve as applicableParent's Chief Executive Officer, and the Employee hereby accepts such positions and agrees to serve the Employer and the Parent in such capacities during the employment period fixed by Section 3 hereof (the “"Employment Period”"). The Employee shall report to the Board and shall have such duties, authority and responsibilitiesresponsibilities as are consistent with his position as chief executive officer. During the Employment Period, the Employee shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board and of the Employer, in each case, as Employer that are consistent not inconsistent with her position as Chief Executive Officer of the Employerhis position. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Employer. (c) During the Employment Period, the Employee may not, without the prior written consent of the Employer, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director of the Employer), provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, or (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., so long as such activities (described in clauses (i), ) and (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer as provided hereunder. Service on any other entity’s board of directors must be approved by the Board.

Employment, Duties and Agreements. (a) The Employer Company hereby agrees to employ the Employee Executive as its Senior Vice President and Chief Executive Financial Officer, and the Employee shall serve, subject to shareholder election after her initial appointment, without additional compensation, as a member of the Board of Directors of the Employer (the “Board”), subject to the By-laws of the Employer, as applicable, and the Employee Executive hereby accepts such positions position and agrees to serve the Employer Company in such capacities capacity during the employment period fixed by Section 3 4 hereof (the “Employment Period”). The Employee shall report to the Board and Executive shall have such dutiesduties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company from time to time. During the Employment Period, authority and responsibilitiesthe Executive shall be subject to, and shall act in accordance with with, all reasonable instructions and directions of the Board Company and all applicable policies and rules of the Employer, in each case, as are consistent with her position as Chief Executive Officer of the EmployerCompany. (b) During the Employment Period, excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive shall devote her his full working time, energy and attention to the performance of her his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the EmployerCompany and any of its direct or indirect subsidiaries. (c) During the Employment Period, the Employee Executive may not, without the prior written consent of the EmployerParent, directly or indirectly, operate, participate in the management, operations or control of, or act as an employeeexecutive, officer, consultant, agent or representative of, any type of business or service (other than as an employee and director executive of the EmployerCompany); provided, provided that it shall not be a violation of the foregoing or of Section 1(b) above for the Employee Executive to (i) act or serve as a director, trustee or committee member of any civic or charitable organization, (ii) manage her his personal, financial and legal affairs, or (iii) serve as a director of ON Semiconductor Corporation, Atheros Communications, and Open Silicon Inc., affairs so long as such activities (described in clauses (i), (ii), and (iii)) do not interfere with the performance of her his duties and responsibilities to the Employer Company as provided hereunder. Service ; and provided, further, that Parent shall not unreasonably withhold consent to the Executive serving as a director on any other entity’s the board of directors must be approved by a company whose activities are not in competition, directly or indirectly, with those of the BoardCompany or any of its direct or indirect subsidiaries and the amount of time and attention required of the Executive to satisfy his obligations as such a director are not reasonably likely to detract from the execution of his duties and responsibilities hereunder in any material respect.