Common use of Employment Duties Clause in Contracts

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby engages and employs Employee as Chief Creative Officer of the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCompany, and the Executive Employee hereby accepts such employmentengagement and employment as the Chief Creative Officer of the Company, for the term of this Agreement as long as Employee desires to serve. The It is expected that the employment duties will be reporting directly to the Board of Directors of the Company and Employee shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executivepersons in similar capacities in similarly sized companies. (b) Executive recognizes that during the period Employee shall devote substantially all of Executive’s employment hereunder, Executive owes an undivided duty of loyalty her professional time under this Agreement attending to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Company. Executive’s services shall be performed principally at the Company’s subsidiaries headquarters in Kansas City, Missouri. However, from time to time, together with any other affiliates of the CompanyExecutive may also be required by her job responsibilities to travel on Company business, the “Affiliates”)and Executive agrees to do so. Executive shall devote all not be required to relocate from the Kansas City, Missouri area. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the term of Executivethis Agreement. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee’s performance of Employee’s duties hereunder, is contrary to the interest of the Company or any of its subsidiaries, or requires any significant portion of Employee’s business time. The foregoing notwithstanding, attention the parties recognize and skills to agree that Employee may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the performance of Executive’s services as an executive of the Company. Recognizing business and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business affairs of the Company and or interfere with Employee’s performance of her duties hereunder. Employee may not serve on the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by board of directors of any entity other than the Company and without the industry from time written approval of the Board of Directors with such approval not to timebe unreasonably withheld. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors. (c) However, the parties agree that: (i) Executive may devote The Company shall provide a reasonable amount of his time to civic, community, or charitable activities computer and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyoffice for Employee.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period (as defined below), Executive shall serve as Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the capacity same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and (as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may amended from time to time reasonably assign to by the Executive. parties) attached hereto (b) Executive recognizes and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that during the period of Executive’s employment hereunderactivities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive owes an undivided duty of loyalty agrees to meet with the Company, and Executive will use Compensation Committee at the Compensation Committee’s request to discuss Executive’s good faith efforts Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”)begin undertaking. Executive shall devote all of Executive’s business time, attention and skills agrees to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established abide by the Company rules, regulations, personnel practices and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor policies of the Company, as determined adopted and amended from time to time by the Board) Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive toExecutive. Further, and approved by, during the BoardEmployment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s responsibilities with respect thereto do not conflict or interfere employment with the faithful performance Company for Cause, Executive’s membership on the Board of his duties to Directors shall also terminate, unless otherwise agreed in writing by the CompanyCompany and Executive.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) Board may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all a sufficient amount of Executive’s business time, attention and skills to satisfactorily fulfill the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his Executive’s duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth hereinExcept as hereinafter provided, the Company hereby employs the Executive to act for the Company shall during the Employment Period perform the executive and administrative duties and functions and shall have the powers and privileges of an Executive Vice President of the Corporation, as such duties, functions, powers and privileges are defined in the capacity set forth By-Laws of the Corporation in effect on Schedule A heretothe date hereof and as currently interpreted, and, to the extent not defined therein, as the same are customarily performed and exercised by an Executive Vice President of a publicly owned corporation incorporated in one of the states of the United States of America. If so elected, the Executive hereby accepts such employment. The duties shall, during the Employment Period, serve as a member of the Board of Directors (and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate Committee or any similar committee having powers of the Board of Directors now in existence or hereafter created) of the Corporation without any additional compensation for such position and services for so long as the Company’s board Executive is elected to serve on the Board, the Executive Committee or any similar committee. As used in this Agreement, the term "Corporation" includes each Subsidiary of directors (the “Board”) may from Corporation. So long as he is an officer of the Corporation, the Executive agrees to devote substantially all his business time to time reasonably assign to the Executive. (b) Executive recognizes that during business and affairs of the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the CompanyCorporation, and Executive will use Executive’s good faith to exert his best efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to in the performance of Executive’s services his duties as an executive officer, director and member of any committee of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement Board of Directors of the brand nameCorporation to which he may be elected, reputation so as to promote the profit, benefit and business advantage of the Company and business to the goodwill pertaining thereto, Executive shall perform Corporation. Notwithstanding the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) Howeverforegoing, the parties agree that: Corporation acknowledges that Executive is a stockholder, and serves on the board of directors, of each of Xxxxxx Trucking Corporation and Q2 Marketing, Inc. (the "Other Interests") and agrees that Executive may devote that portion of his business time not required to be devoted to the business and affairs of the Corporation as provided above to such Other Interests, provided that (i) neither such activities nor the time devoted thereto by Executive may devote a reasonable amount of his time interfere with the duties to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined be performed by the Board) and to other types of business or public activities not expressly mentioned in this paragraph Executive hereunder and (ii) in no event shall Executive may participate as a nonassume an active role in the day-employee director and/or investor to-day management of Xxxxxx Trucking Corporation or Q2 Marketing, Inc. As used in other companies and projects as disclosed by Executive to, and approved bythis Agreement, the Boardterm "Q2 Marketing, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyInc." shall mean Q2 Marketing, Inc. and its successors and assigns.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby engages and employs Employee as Chief Executive Officer and Chief Operating Officer of the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCompany, and the Executive Employee hereby accepts such employmentengagement and employment as the President and Chief Executive Officer of the Company, for the term of this Agreement as long as Employee desires to serve. The It is expected that the employment duties will be reporting directly to the Board of Directors of the Company and Employee shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executivepersons in similar capacities in similarly sized companies. (b) Executive recognizes that during the period Employee shall devote substantially all of Executive’s employment hereunder, Executive owes an undivided duty of loyalty his professional time under this Agreement attending to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Company. Executive’s services shall be performed principally at the Company’s subsidiaries headquarters in Kansas City, Missouri. However, from time to time, together with any other affiliates of the CompanyExecutive may also be required by his job responsibilities to travel on Company business, the “Affiliates”)and Executive agrees to do so. Executive shall devote all not be required to relocate from the Kansas City, Missouri area. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the term of Executivethis Agreement. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee’s performance of Employee’s duties hereunder, is contrary to the interest of the Company or any of its subsidiaries, or requires any significant portion of Employee’s business time. The foregoing notwithstanding, attention the parties recognize and skills agree that Employee holds an active medical license and shall retain the right to the work during late evenings, weekends and vacations on such matters so long as they do not interfere with Employee’s performance of ExecutiveEmployee’s services as an executive of duties hereunder and that Employee may otherwise engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the Company. Recognizing business and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business affairs of the Company and or interfere with Employee’s performance of his duties hereunder. Employee may not serve on the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by board of directors of any entity other than the Company and without the industry from time written approval of the Board of Directors with such approval not to timebe unreasonably withheld. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors. (c) However, the parties agree that: (i) Executive may devote The Company shall provide a reasonable amount of his time to civic, community, or charitable activities computer and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyoffice for Employee.

Employment Duties. (a) Subject to During the terms and conditions set forth hereinEmployment Period, Executive shall serve as Executive Chairman of the Board of Directors of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may ). In such position, Executive shall report to the Board and shall have such duties, responsibilities and authority as is customarily assigned to individuals serving in such position, and such other duties, responsibilities and authority consistent with Executive’s position as the Board specifies from time to time time, in each case, which shall be reasonably assign commensurate with the duties, responsibilities and authority of an executive chairman of companies of the Company’s size and nature within the United States. During the Employment Period, the Company shall also nominate Executive for re-election as a member of the Board at the expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. In addition, Executive hereby consents to serve as an officer and/or director of any subsidiary of the ExecutiveCompany without any additional salary or compensation, if so requested by the Board. (b) Executive recognizes that during the period of shall devote Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s full business time, attention and skills energies to the performance of Executive’s services all of the lawful duties, responsibilities and authority that may be assigned to Executive hereunder, except for vacation time and absence for sickness and similar disability. Nothing contained in this Agreement shall preclude Executive from (i) serving as an executive officer or director of, or member of a committee of the Company. Recognizing directors of, the corporations or organizations for which Executive presently serves in such capacity, (ii) devoting time to personal and acknowledging family investments, (iii) serving as a director of any not-for-profit company, or (iv) from participating in industry associations; provided, that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the such activities or services do not (x) materially interfere with Executive’s duties under this Agreement professionallyhereunder; or (y) materially violate the terms of Section 5 hereof. Executive agrees that he will not join any boards of for- profit companies without the prior approval of the Board, such approval not to be unreasonably withheld. Executive’s primary place of employment shall be the Company’s facility in accordance with Irving, Texas, or such other location within the applicable lawsDallas, rules and regulations and such standards, policies and procedures established Texas metropolitan area as may be designated by the Company and the industry Board from time to time. (c) However, . Executive shall also render services at such other places within or outside the parties agree that: (i) Executive United States as the Board may devote a reasonable amount of his reasonably direct from time to civic, community, or charitable activities time. Executive shall be subject to and may serve as a director of other corporations comply with the written policies and procedures generally applicable (provided that any such other corporation is not a competitor and provided) to senior executives of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties Company to the Companyextent such policies and procedures are not inconsistent with any term of this Agreement (including any negatively implied term).

Employment Duties. (a) Subject to As of January 1, 2006 (the terms and conditions set forth herein“Effective Date”), the Company hereby engages and employs you, and you hereby accept engagement and employment, as an employee of the Executive to act Company for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities duration of the Executive shall include such duties and responsibilities appropriate to such office and “Term” (as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executivedefined in Section 2 below). (b) During the Term, you shall serve as Chief Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business Officer of the Company and its subsidiaries (subject to re-election to the Board by the shareholders of the Company’s subsidiaries from time ) as a member of, and Chairman of, the Board; shall have all authorities, duties and responsibilities customarily exercised by an individual serving in those positions at an entity of the size and nature of the Company; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair your ability to timedischarge, together with any other affiliates the foregoing duties and responsibilities; and shall, in your capacity as Chief Executive Officer of the Company, report solely and directly to the “Affiliates”)Board. Executive During the Term, your principal office, and principal place of employment, shall devote all be at the Company’s principal executive offices, but you shall perform your duties hereunder at such places as shall be necessary according to the needs, business and opportunities of Executive’s business time, attention the Company; provided that you acknowledge and skills to agree that the performance of Executive’s services as an executive of the Company. Recognizing your duties hereunder may require significant domestic and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established international travel by the Company and the industry from time to timeyou. (c) HoweverDuring the Term, you shall devote substantially all of your business time and efforts to the parties agree that: proper discharge of your duties hereunder. You shall not, directly or indirectly, on a full-time, part-time, temporary, consulting or any other basis, work for, or provide services to, any other person, firm, corporation, partnership, joint venture or other business entity that would conflict, either directly or indirectly, with your duties hereunder, without the prior written consent of a representative of the Company specifically authorized by the Board or by the Compensation Committee of the Board (the “Committee”) to give such consent, provided, however, that nothing shall preclude you from (i) Executive may devote serving on the boards of a reasonable amount number of his time to civictrade associations and/or charitable organizations, communityon the boards of any for-profit enterprises on which you are serving as of the Effective Date, and on the boards of such additional for-profit enterprises as the Board may specifically approve (which approval shall not be unreasonably withheld or delayed), (ii) engaging in charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Companycommunity affairs, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (iiiii) Executive may participate as a non-employee director and/or investor in other companies managing your personal investments and projects as disclosed by Executive to, and approved by, the Board, affairs; so long as Executive’s responsibilities with respect thereto such activities do not conflict not, either individually or in the aggregate, interfere with the faithful performance of his your ability to perform, or otherwise conflict with, your duties to the Companyhereunder.

Employment Duties. (a) Subject to the terms The Corporation engages and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCEO, and the Executive CEO hereby accepts such engagement and employment, as Chief Executive Officer and President of the Corporation. The CEO shall perform such services and duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated incident to such positions and are commensurate with the CEO's background, education and appropriate for such position and professional standing, all as the Company’s board Board of Directors of the Corporation shall reasonably determine, including but not limited to providing input regarding insurance coverage for directors (and officers of the “Board”) may from time Corporation and in designing executive benefit programs. The Corporation shall also cause the CEO to time reasonably assign to be elected as a member of its Board of Directors during the Executiveterm of his employment hereunder. (b) Executive recognizes The CEO shall perform his duties hereunder from the Corporation's principal office; provided, however, that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, CEO acknowledges and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to agrees that the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company CEO of his duties hereunder may require some domestic and international travel by the industry from time to timeCEO. The Corporation intends that the CEO will be employed in Miami-Dade County, FL. (c) HoweverAs of the Effective Date, the parties agree that: CEO is a Partner at Seed-One Ventures, LLC (i"Seed-One") Executive may devote a reasonable amount and devotes at least 50% of his time to civicSeed-One and Seed-One portfolio companies. The CEO hereby represents and warrants that these activities do not compete with the Corporation's business as defined in Paragraph 5 below. Within 60 days of the closing of the Corporation's Series B Convertible Preferred Stock Financing, communitythe CEO shall devote his full time and efforts to the Corporation. Until such time that the CEO begins devoting his full time and efforts to the Corporation, or charitable activities the CEO will not be paid any salary under this Agreement and will not be eligible for bonuses hereunder. (d) The Corporation recognizes that CEO is a Partner at Seed-One and, subject to the other provisions of this Agreement, may continue to serve as a director of other corporations (provided Partner at Seed-One, advise Seed-One and serve on Seed-One boards that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere compete with the faithful performance of his duties to the CompanyCorporation as defined in Paragraph 5 below.

Employment Duties. The Company hereby agrees to continue to employ the Executive as its Chairman and Chief Executive Officer, and the Executive hereby agrees to continue to be employed in such position and agrees to serve the Company in such capacity during the employment period fixed by Section 3 hereof (athe “Employment Period”) Subject to upon the terms and conditions set forth hereinout in this Agreement. In his capacity as Chief Executive Officer of the Company, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate report directly to such office and as are normally associated with and appropriate for such position and as the Company’s board Board of directors Directors of the Company (the “Board”) may from time to time reasonably assign to ), and shall have such duties, responsibilities and authority as are consistent with the Executive. (b) Executive recognizes that during ’s position and as may be assigned by the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries Board from time to time, together with any other affiliates which shall, without limiting the authority of the CompanyBoard, include the “Affiliates”). Executive shall devote all direct charge of Executive’s and general supervision over the business time, attention and skills to the performance of Executive’s services as an executive affairs of the Company. Recognizing During the Employment Period, the Executive shall serve as a member of, and acknowledging that it is essential for as Chairman of, the protection Board and enhancement shall serve as a member of, and as Chairman of, the Board of Directors of Parent (the “Parent Board”). The Executive shall serve during the Employment Period, without additional compensation, in such additional offices in the subsidiaries of the brand nameCompany (consistent with the Executive’s position as Chief Executive Officer of the Company) and as member of any committee of the Board, reputation the Parent Board or of the board of directors of any of the Company’s subsidiaries, in each case as reasonably requested by the Company from time to time. During the Employment Period, the Executive shall be subject to, and business shall act in accordance with, all instructions and directions and all applicable policies and rules of the Board that are reasonable and customary for a person serving as the chief executive officer and chairman of the board of enterprises comparable to the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeParent. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. The Executive shall cease to act as Americas Group President as of the Effective Date. During the period beginning on the Effective Date and ending on the first to occur of: (i) August 31, 2014; (ii) a date mutually agreed to by the Executive and the Company; (iii) the date on which the Executive resigns his employment with the Company; and (iv) the date on which the Executive’s employment is terminated by the Company for Cause (the first to occur of such dates, the “Separation Date”), the Executive shall continue to serve the Company as an Executive Vice President. During the period from the Effective Date until the Separation Date (the “Transition Period”), the Executive shall (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include transition such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and individuals as the Company’s board President and Chief Executive Officer of directors the Company (the “BoardCEO”) may from time to time reasonably assign designate, including to the Executive. ’s successor; (b) Executive recognizes that during provide such assistance as may be reasonably requested by the period of Executive’s employment hereunderCEO; and (c) have and perform such duties, Executive owes an undivided duty of loyalty to responsibilities and authority as may be reasonably assigned by the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries CEO or his designee from time to time. For the purposes of this Agreement, together with any other affiliates of “Cause” means (w) the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to engagement in gross negligence or willful misconduct in the performance of Executive’s services as an executive his material duties or material responsibilities that remains uncured for fourteen (14) days after notice to Executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform such failure or breach; (x) the Executive’s failure after written notice to perform his duties under as set forth in this Agreement professionallythat remains uncured for fourteen (14) days after notice to Executive of such failure; (y) the Executive breaches any of the Covenants (as defined below) or Sections 8 and/or 12 hereof and, in accordance if reasonably able to be cured, fails to cure said breach within fourteen (14) days of written notice; or (z) the Executive is charged with or indicted for a felony. The Company represents that the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation CEO is not a competitor aware of the Company, as determined by the Board) and any circumstances that would constitute Cause to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as terminate Executive’s responsibilities with respect thereto do employment. The Executive represents that he is not conflict or interfere with the faithful performance aware of his duties any circumstances that would constitute Cause to the Companyterminate Executive’s employment.

Employment Duties. Effective on the Effective Date (a) Subject to the terms and conditions set forth hereinas defined in Section 2, below), the Company hereby employs the Employee as President and Chief Executive to act for Officer of the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive Employee hereby accepts such employment. The duties and responsibilities Employee shall be the officer of the Executive Company principally responsible for the Company's day to day executive decision-making and strategic planning and shall include have such duties and responsibilities appropriate to such office consistent with the foregoing and otherwise consistent with Employee's position as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may be determined from time to time reasonably assign to by the Executive. (b) Executive recognizes that during the period Board of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business Directors of the Company and its subsidiaries (the Company’s subsidiaries from time "Board"), including duties with respect to timeaffiliates (as defined in Rule 405 under the Securities Act of 1933, together with any other affiliates as amended) of the CompanyCompany (each, the “Affiliates”an "Affiliate"). Executive It is the intention of the parties hereto that, during the term of this Agreement, Employee shall be elected and serve as a member of the Board, and as a member of the executive committee of the Board if such a committee should be established. During the term of this Agreement, Employee shall devote all of Executive’s his business time, attention time and skills effort to the performance conduct of Executive’s services as an executive of the Company. Recognizing and acknowledging his duties hereunder, provided that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: Employee may (i) Executive may devote a reasonable amount of his time to civicserve on corporate, communitycivic and charitable boards or committees, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as provide services on a non-employee director and/or investor in other companies pro xxxx basis to civic and projects as disclosed by Executive to, charitable organizations and approved by, the Board(iii) attend to his personal investments, so long as Executive’s responsibilities with respect thereto such activities do not conflict or interfere with the faithful performance of his duties Employee's responsibilities as an employee of the Company in accordance with this Agreement and are consistent with the Company's policies. The Company agrees that, to the extent that any such activities have been conducted by Employee prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to such date shall not thereafter be deemed to interfere with the performance of Employee's responsibilities to the Company or to be inconsistent with the Company's policies. The Company also agrees that Employee may receive compensation in connection with his service on corporate boards, without set-off, adjustment or diminution of his salary, bonus or any other rights hereunder.

Employment Duties. (a) Subject The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2. (b) The Employee hereby agrees to devote his full time and best efforts in such capacities as are set forth on Annex 2 on the terms and conditions set forth herein. Notwithstanding the foregoing, the Company hereby employs Employee may engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, provided that that the Executive to act for Employee complies with the Employee Non-competition, Non-solicitation, Confidential Information and Work Product Agreement attached hereto as Annex 3 (the “Employee Obligations Agreement”) and such other activities do not interfere with or prohibit the performance of the Employee’s duties under this Agreement, or conflict in any material way with the business of the Company during the Employment Period in the capacity set forth on Schedule A hereto, or of its subsidiaries and the Executive hereby accepts such employmentaffiliates. The duties Employee will be allowed to hold a board of director position with another entity if it has been disclosed to and responsibilities approved by the Board of Directors of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors Company (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, The Employee will use best efforts during the parties agree that: (i) Executive may devote a reasonable amount term of his time this Agreement to civic, community, or charitable activities and may serve as a director of other corporations (provided ensure that any such other corporation is not a competitor of the Company, as determined by the Board’s business and those of its subsidiaries and affiliates are conducted in accordance with all applicable laws and regulations of all jurisdictions in which such businesses are conducted. (d) The Employee hereby agrees that he will execute and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties deliver to the CompanyCompany an Employee Non-competition, Non-solicitation, Confidential Information and Work Product Agreement by and between the Employee and eLongNet Information Technology (Beijing) Co. Ltd. which will be in the form attached hereto as Annex 4 (the “Chinese Obligations Agreement”) but which will be translated into Chinese and executed after the date hereof.

Employment Duties. (a) Subject to the terms and conditions set forth hereinExcept as hereinafter provided, the Company hereby employs the Executive to act for the Company shall during the Employment Period perform the executive and administrative duties and functions and shall have the powers and privileges of an Executive Vice President of the Corporation, as such duties, functions, powers and privileges are defined in the capacity set forth By-Laws of the Corporation in effect on Schedule A heretothe date hereof and as currently 2 interpreted, and, to the extent not defined therein, as the same are customarily performed and exercised by an Executive Vice President of a publicly owned corporation incorporated in one of the states of the United States of America. If so elected, the Executive hereby accepts such employment. The duties shall, during the Employment Period, serve as a member of the Board of Directors (and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate Committee or any similar committee having powers of the Board of Directors now in existence or hereafter created) of the Corporation without any additional compensation for such position and services for so long as the Company’s board Executive is elected to serve on the Board, the Executive Committee or any similar committee. As used in this Agreement, the term "Corporation" includes each Subsidiary of directors (the “Board”) may from Corporation. So long as he is an officer of the Corporation, the Executive agrees to devote substantially all his business time to time reasonably assign to the Executive. (b) Executive recognizes that during business and affairs of the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the CompanyCorporation, and Executive will use Executive’s good faith to exert his best efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to in the performance of Executive’s services his duties as an executive officer, director and member of any committee of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement Board of Directors of the brand nameCorporation to which he may be elected, reputation so as to promote the profit, benefit and business advantage of the Company and business to the goodwill pertaining thereto, Executive shall perform Corporation. Notwithstanding the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) Howeverforegoing, the parties agree that: Corporation acknowledges that Executive is a stockholder, and serves on the board of directors, of each of Olivxx Xxxcking Corporation and Q2 Marketing, Inc. (the "Other Interests") and agrees that Executive may devote that portion of his business time not required to be devoted to the business and affairs of the Corporation as provided above to such Other Interests, provided that (i) neither such activities nor the time devoted thereto by Executive may devote a reasonable amount of his time interfere with the duties to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined be performed by the Board) and to other types of business or public activities not expressly mentioned in this paragraph Executive hereunder and (ii) in no event shall Executive may participate as a nonassume an active role in the day-employee director and/or investor to-day management of Olivxx Trucking Corporation or Q2 Marketing, Inc. As used in other companies and projects as disclosed by Executive to, and approved bythis Agreement, the Boardterm "Q2 Marketing, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyInc." shall mean Q2 Marketing, Inc. and its successors and assigns.

Employment Duties. (a) Subject During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company. In such position, Executive shall report to the terms and conditions set forth herein, Executive Chairman of the Board of Directors of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may and shall have such duties, responsibilities and authority as is customarily assigned to individuals serving in such position, and such other duties, responsibilities and authority consistent with Executive’s position as the Executive Chairman or the Board specifies from time to time time, in each case, which shall be reasonably assign commensurate with the duties, responsibilities and authority of a chief executive officer of companies of the Company’s size and nature within the United States. During the Employment Period, the Company shall also nominate Executive for re-election as a member of the Board at the expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. In addition, Executive hereby consents to serve as an officer and/or director of any subsidiary of the ExecutiveCompany without any additional salary or compensation, if so requested by the Executive Chairman or the Board. (b) Executive recognizes that during the period of shall devote Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s full business time, attention and skills energies to the performance of Executive’s services all of the lawful duties, responsibilities and authority that may be assigned to Executive hereunder, except for vacation time and absence for sickness and similar disability. Nothing contained in this Agreement shall preclude Executive from (i) serving as an executive officer or director of, or member of a committee of the Company. Recognizing directors of, the corporations or organizations for which Executive presently serves in such capacity, (ii) devoting time to personal and acknowledging family investments, (iii) serving as a director of any not-for-profit company, or (iv) from participating in industry associations; provided, that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the such activities or services do not (x) materially interfere with Executive’s duties under this Agreement professionallyhereunder; or (y) materially violate the terms of Section 5 hereof. Executive agrees that he will not join any boards of for-profit companies without the prior approval of the Executive Chairman or the Board, such approval not to be unreasonably withheld. Executive’s primary place of employment shall be the Company’s facility in accordance with Irving, Texas, or such other location within the applicable lawsDallas, rules and regulations and such standards, policies and procedures established Texas metropolitan area as may be designated by the Company and Executive Chairman or the industry Board from time to time. (c) However, . Executive shall also render services at such other places within or outside the parties agree that: (i) United States as the Executive Chairman or the Board may devote a reasonable amount of his reasonably direct from time to civic, community, or charitable activities time. Executive shall be subject to and may serve as a director of other corporations comply with the written policies and procedures generally applicable (provided that any such other corporation is not a competitor and provided) to senior executives of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties Company to the Companyextent such policies and procedures are not inconsistent with any term of this Agreement (including any negatively implied term).

Employment Duties. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Company Corporation hereby employs agrees to continue to employ the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoExecutive, and the Executive hereby accepts such employmentagrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation. The Executive will perform those duties and discharge those responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated commensurate with and appropriate for such position his position, and as the Company’s board Board of directors (the “Board”) Directors may from time to time reasonably assign direct, commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the Executive. (b) Executive recognizes that during the period best of Executive’s employment hereunder, Executive owes an undivided duty of loyalty his ability and to the Company, and Executive will use Executive’s good faith all reasonable efforts to promote and develop the business interests of the Company and its subsidiaries (Corporation. The Executive may not accept other gainful employment except with the Company’s subsidiaries from time to time, together with any other affiliates prior consent of the CompanyBoard of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheld, the “Affiliates”)Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive shall devote all of Executive’s business timemay manage his passive investments and be involved in charitable, attention civic and skills to religious interests so long as they do not materially interfere with the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s 's duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timehereunder. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth herein, the Company hereby employs the Executive to act in this Agreement for the Company during period beginning on the Employment Period Closing and ending as provided in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors Section 2C hereof (the “BoardEmployment Period”) may from time to time reasonably assign to the Executive). (b) During the Employment Period Executive recognizes that during shall serve as the period Chief Executive Officer of Executive’s employment hereunderthe Company (which, as of the Closing will own all of the business and assets of International Mill Service, Inc. and Tube City Holdings) and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the power and authority of the Board. Executive shall be appointed to serve on the Board as its Chairman and member of the Executive Committee thereof (if established). Executive also may be appointed to serve, and agrees to serve, as an officer and/or director of one of more subsidiaries of the Company. (c) During the Employment Period, Executive owes an undivided duty of loyalty shall devote his full business time and attention to the Company, business and Executive will use Executive’s good faith efforts to promote and develop the business affairs of the Company and its subsidiaries (subsidiaries. Executive may continue his historic involvement in nonprofit activities and manage the Company’s subsidiaries direction of his personal and family investments in a manner consistent with past practice, and the Executive represents that such past practice did not prevent him from devoting his substantially full business time and attention to time, together the affairs of the Company nor materially interfere with any other affiliates his ability to perform the duties of his employment. So long as Executive is employed by the Company, the “Affiliates”). Executive shall devote all of Executive’s business timenot, attention and skills to without the performance of Executive’s services as an executive prior written consent of the Company. Recognizing and acknowledging that it is essential Board, accept other employment, or perform other services for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timecompensation. (cd) However, The Company shall establish an annual bonus plan (the parties agree that: (i“Bonus Plan”) Executive may devote a reasonable amount of his time no later than 60 days after the Closing. The performance goals under the Bonus Plan with respect to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined each fiscal year shall be set in advance by the Board) and . The Board shall consult with the Executive with respect to other types the design of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive tothe Bonus Plan, the selection of eligible participants, the establishment of the performance goals, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with setting of the faithful performance level of his duties to the Companytarget bonuses for eligible participants.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period Period, Executive shall serve as the Chief Executive Officer and President of the Company. In this capacity, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in the capacity set forth on Schedule A heretosimilar capacities in similarly sized companies, and the Executive hereby accepts such employment. The other duties and responsibilities as the Board of Directors of the Company (the "Board") shall designate that are consistent with Executive's position as Chief Executive Officer and President of the Company. Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign report exclusively to the ExecutiveBoard. In addition to Chief Executive Officer and President, Executive currently serves as Chairman of the Board. The appointment by the Board of Directors, from among the independent directors, of a "lead director" with certain defined duties or oversight responsibilities that are of a type that may traditionally be performed by a "chairman of the board" and that overlap with current duties or oversight responsibilities of Executive in his role as Chairman of the Board, shall not be a violation of this Agreement provided the role of such lead director is consistent with the proviso in Section 7(b)(4)(ix) (definition of "Constructive Termination without Cause"). (b) Executive recognizes that during the period of Executive’s agrees to his employment hereunder, Executive owes an undivided duty of loyalty as described in this Section 2 and agrees to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote substantially all of Executive’s business time, attention his working time and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s his duties under this Agreement professionally, Agreement; provided that nothing in accordance this Section 2(b) shall be interpreted to preclude Executive from (i) participating with the applicable lawsprior written consent of the Board as an officer or director of, rules and regulations or advisor to, any other entity or organization that is not a customer or material service provider to the Company or a Competing Enterprise, as defined in Section 8, so long as such participation does not interfere with the performance of Executive's duties hereunder, whether or not such entity or organization is engaged in religious, charitable or other community or non-profit activities, (ii) investing in any entity or organization which is not a customer or material service provider to the Company or a Competing Enterprise, so long as such investment does not interfere with the performance of Executive's duties hereunder, or (iii) delivering lectures or fulfilling speaking engagements so long as such lectures or engagements do not interfere with the performance of Executive's duties hereunder. The Company consents to Executive's status as a "former partner" with a current financial interest in certain projects of Trammell Crow Residential ("TCR"), and such standards, policies and procedures established by the Company and the industry from time to timeactivity shall not be trexxxx xx x Xxxpeting Enterprise. (c) HoweverIn performing his duties hereunder, Executive shall be available for reasonable travel as the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor needs of the business require. Executive shall be based in Alexandria, Virginia (or, if such headquarters office shall move, to a headquarters office of the Company that is within 50 miles of Alexandria, Virginia). The Company acknowledges that Executive's principal residence is currently in Massachusetts, and it shall not be a violation of this agreement for Executive to maintain a principal residence in Massachusetts and to utilize on a regular basis the Company's current Quincy, as determined Massachusetts office (or a successor Massachusetts office within 50 miles of Quincy, Massachusetts or other office facilities provided by the Board) Company in or near Quincy, Massachusetts). The Company agrees to reimburse Executive for travel to and to other types of business or public activities not expressly mentioned in this paragraph from the Alexandria office from Massachusetts and (ii) Executive may participate as for reasonable related lodging, including, at the Company's option, at a non-employee director and/or investor in other companies and projects as disclosed nearby community owned by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company. (d) Breach by either party of any of his or its respective obligations under this Section 2 shall be deemed a material breach of that party's obligations hereunder.

Employment Duties. (a) Subject to the terms and conditions provisions set forth hereinelsewhere in this Agreement, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, as its Executive Vice President - Business Development and the Executive hereby accepts Customer Engagement (or such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities other title as is appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign as is determined by the Chief Executive Officer or President), with such responsibilities and authority as shall be assigned to him from time to time by the Executive. (b) Board of Directors or the Chief Executive recognizes that during the period Officer or President of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, provided that after a Change of Control, the Executive's position, authority, duties and responsibilities shall be at least commensurate with those held, exercised and assigned during the 120-day period immediately preceding the Change of Control. Initially, the Executive's duties shall include duties as directed by the Chief Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries Officer or President from time to time, together with any other affiliates including those set forth on Exhibit A. The Executive's principal place of employment shall be at the Company's main headquarters, in Gaithersburg, Maryland, subject to such travel as may be required by his employment. The Executive hereby agrees to remain in the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business employ of the Company subject to the terms and conditions of this Agreement, for the goodwill pertaining thereto, Executive shall perform the Executive’s duties under Term of this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Boarddefined below) and to other types of business or public activities not expressly mentioned in this paragraph perform his duties faithfully, loyally and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to report to, and approved byfollow the directions of, the BoardChief Executive Officer or President. During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his best efforts to perform faithfully and efficiently such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as Executive’s responsibilities with respect thereto such activities do not conflict or materially interfere with the faithful performance of his duties the Executive's responsibilities as an employee of the Company in accordance with this Agreement. The Executive represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the CompanyCompany during the term hereof, and that he has not made and will not make any commitment, agreement or arrangement, or do any act, in conflict with this Agreement and that entering into this Agreement will not be in violation of any other agreement.

Employment Duties. (a) Subject Executive agrees to employment with the Company under the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employmentof this Agreement. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and serve as the Company’s board Global Chief Operating Officer, as well as in such other positions or capacities as may be reasonably requested by the President & Global Chief Executive Officer of directors the Company (the “BoardGlobal CEO”), including, without limitation, serving as an officer of, or member of any committee of, the Company and its Parent, subsidiaries, affiliates or divisions (collectively, the “Related Companies”) may as requested by the Company and shall have such powers, duties and responsibilities as are provided from time to time reasonably assign or that may be assigned by the Global CEO consistent with such position(s). The Executive agrees to (a) devote substantially all of Executive’s business time to the Executive. business affairs of the Company and the Related Companies as directed by the Company, (b) Executive recognizes that during perform all duties and fulfill all responsibilities incident to Executive’s employment in a manner reasonably expected of management in similar positions, (c) comply with the period Company’s policies and procedures in place from time to time, and (d) serve the Company faithfully and to the best of Executive’s employment ability. The Executive’s services under this Agreement shall be performed primarily in New York, subject to necessary travel requirements and duties hereunder. The foregoing shall not be construed to prohibit the Executive from (i) sitting on boards of directors of companies that are not engaged in a Competitive Business (as defined in Section 5 below) or engaging in charitable activities, provided that such board membership and/or charitable activities do not inhibit, conflict with or prohibit the performance of the Executive’s duties hereunder or inhibit or conflict with the business of the Company or any of the Related Companies, and (ii) satisfying military obligations. b) Executive owes an undivided acknowledges that Executive has a duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). that Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s must discharge duties under this Agreement professionallyin good faith. The Executive, in accordance with the applicable lawsaccordingly, rules and regulations and such standards, policies and procedures established by the Company and the industry from time agrees to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as perform Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyobligations herein loyally and in good faith.

Employment Duties. (a) Subject to The Corporation hereby engages and employs Employee as the terms Vice President of Clinical and conditions set forth herein, Regulatory Affairs of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCorporation, and the Executive Employee hereby accepts such employmentengagement and employment as the Vice President of Clinical and Regulatory Affairs of the Corporation, for the Term (as defined in Section 2). The duties Employee will report directly to the Chief Executive Officer of the Corporation, and Employee shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executivepersons in similar capacities in similarly sized companies. (b) Executive recognizes that during During the period Term, Employee shall devote substantially all of Executive’s employment hereunder, Executive owes an undivided duty of loyalty her professional time attending to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Corporation. During the CompanyTerm, Employee’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties employment under this Agreement professionallyshall be Employee’s exclusive employment and Employee may not engage, directly or indirectly, in accordance any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the applicable lawsinterest of the Corporation or any of its subsidiaries, rules and regulations and such standards, policies and procedures established by or requires any significant portion of Employee's professional time. Notwithstanding anything to the Company and the industry from time to time. contrary in this Subsection (c) Howeverb), the parties recognize and agree that: that Employee (i) Executive may devote a reasonable amount of his will, during the first thirty-one (31) days after the Effective Date (i.e., October 1, 2013 through October 31, 2013), split her professional time to civic, community, or charitable activities 50/50 between the Corporation and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph winding down her responsibilities with her former employer and (ii) Executive may participate as a non-employee director and/or investor at any time during the Term engage in personal investments, other companies business activities and projects as disclosed by Executive tocivic, and approved by, the Board, so long as Executive’s responsibilities with respect thereto charitable or religious activities that do not conflict with the business and affairs of the Corporation or interfere with the faithful Employee's performance of his her duties hereunder. Consequently, Employee may not serve on the board of directors of any oncology development entity during the Term without the written approval of the Corporation’s Chief Executive Officer. Employee shall be permitted to retain any compensation received for service on any unaffiliated corporation's board of directors, which service is not prohibited by the Companyprevious sentence.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period Period, Executive shall serve as the Chief Executive Officer and President of the Company. In this capacity, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in the capacity set forth on Schedule A heretosimilar capacities in similarly sized companies, and the Executive hereby accepts such employment. The other duties and responsibilities as the Board of Directors of the Company (the "Board") shall designate that are consistent with Executive's position as Chief Executive Officer and President of the Company. Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign report exclusively to the ExecutiveBoard. In addition to Chief Executive Officer and President, Executive currently serves as Chairman of the Board. The appointment by the Board of Directors, from among the independent directors, of a "lead director" with certain defined duties or oversight responsibilities that are of a type that may traditionally be performed by a "chairman of the board" and that overlap with current duties or oversight responsibilities of Executive in his role as Chairman of the Board, shall not be a violation of this Agreement provided the role of such lead director is consistent with the proviso in Section 7(b)(4)(ix) (definition of "Constructive Termination without Cause"). (b) Executive recognizes that during the period of Executive’s agrees to his employment hereunder, Executive owes an undivided duty of loyalty as described in this Section 2 and agrees to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote substantially all of Executive’s business time, attention his working time and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s his duties under this Agreement professionally, Agreement; provided that nothing in accordance this Section 2(b) shall be interpreted to preclude Executive from (i) participating with the applicable lawsprior written consent of the Board as an officer or director of, rules and regulations or advisor to, any other entity or organization that is not a customer or material service provider to the Company or a Competing Enterprise, as defined in Section 8, so long as such participation does not interfere with the performance of Executive's duties hereunder, whether or not such entity or organization is engaged in religious, charitable or other community or non-profit activities, (ii) investing in any entity or organization which is not a customer or material service provider to the Company or a Competing Enterprise, so long as such investment does not interfere with the performance of Executive's duties hereunder, or (iii) delivering lectures or fulfilling speaking engagements so long as such lectures or engagements do not interfere with the performance of Executive's duties hereunder. The Company consents to Executive's status as a "former partner" with a current financial interest in certain projects of Trammell Crow Residential ("TCR"), and such standards, policies and procedures established by the Company and the industry from time to timeactivity shall not be trxxxxx xx x Xxmpeting Enterprise. (c) HoweverIn performing his duties hereunder, Executive shall be available for reasonable travel as the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor needs of the business require. Executive shall be based in Alexandria, Virginia (or, if such headquarters office shall move, to a headquarters office of the Company that is within 50 miles of Alexandria, Virginia). The Company acknowledges that Executive's principal residence is currently in Massachusetts, and it shall not be a violation of this agreement for Executive to maintain a principal residence in Massachusetts and to utilize on a regular basis the Company's current Quincy, as determined Massachusetts office (or a successor Massachusetts office within 50 miles of Quincy, Massachusetts or other office facilities provided by the Board) Company in or near Quincy, Massachusetts). The Company agrees to reimburse Executive for travel to and to other types of business or public activities not expressly mentioned in this paragraph from the Alexandria office from Massachusetts and (ii) Executive may participate as for reasonable related lodging, including, at the Company's option, at a non-employee director and/or investor in other companies and projects as disclosed nearby community owned by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company. (d) Breach by either party of any of his or its respective obligations under this Section 2 shall be deemed a material breach of that party's obligations hereunder.

Employment Duties. During the Term (a) Subject to the terms and conditions set forth hereinas defined below), the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and serve as the Company’s board Chief Executive Officer and shall serve as a member of directors the Board of Directors of the Company (the “Board”) may from time ). The Company shall take all actions necessary to time reasonably assign appoint the Executive to the Executive. Board by no later than sixty (b60) days following the Effective Date. The Executive recognizes that shall also serve on request during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business all or any portion of the Company and its subsidiaries (Term as an officer, director, and/or manager of any of the Company’s subsidiaries from time or affiliates as the Board may deem appropriate, without any additional compensation therefor, and the Executive acknowledges and agrees that the Executive’s compensation and benefits under this Agreement, as applicable, may be paid to time, together with any other affiliates the Executive by a subsidiary or affiliate of the CompanyCompany (including, without limitation, Advantage Sales & Marketing LLC). During the Term, the “Affiliates”). Executive shall will use the Executive’s best efforts to advance the business interests of, and devote substantially all of Executive’s business working time, attention attention, and skills efforts to the business and affairs of the Company (which shall include service to its affiliates). The Executive may engage in appropriate civic, charitable, or religious activities of the Executive’s own choosing; provided that such activities do not materially interfere with Executive’s performance of Executive’s services as an executive of duties and responsibilities hereunder (including the Restrictive Covenants) and are not otherwise contrary to the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionallyinterests, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, each case as determined by the Board) and Board in its reasonable good faith business judgment. Notwithstanding anything to other types of business or public activities not expressly mentioned the contrary in this paragraph and (ii) Executive may participate Agreement, except as a non-employee director and/or investor provided in other companies and projects as disclosed by Executive toExhibit A, and approved byattached hereto, the BoardExecutive will not engage in any other business activities, so long as Executive’s responsibilities with respect thereto do including serving on outside boards or committees (whether or not conflict or interfere with the faithful performance Executive receives any compensation therefor) without the prior written consent of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions The Executive shall have those duties set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period below in the capacity set forth on Schedule A hereto, “Vice President of Home Health Job Description” and the Executive hereby accepts such employment. The other duties and responsibilities which are assigned to the Executive by the Chief Operating Officer (COO), President and CEO (CEO) or the Board of Directors and which are appropriate for the position of the Executive. The Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign be subject to the Executive. (b) Executive recognizes that during authority of the period Board of Executive’s employment hereunder, Executive owes an undivided duty of loyalty Directors and shall report directly to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive Chief Operating Officer of the Company. Recognizing The Executive shall also perform such further duties as are incidental to or implied from the foregoing, consistent with the background, training, and acknowledging that it is essential for the protection and enhancement qualifications of the brand nameExecutive or which may be reasonably determined by the COO, reputation and business CEO or the Board of Directors to be in the best interests of the Company and the goodwill pertaining thereto, Addus HealthCare Group. The Executive shall perform have the Executiveauthority to recommend and implement appropriate corporate policies and procedures, and execute employment, procurement and other appropriate decisions, in each case, commensurate with his role as Vice President of Home Health , subject to oversight by the COO, CEO and Board of Directors. The Company may, at its sole discretion, (i) re-assign the Executive within the Company’s organization structure, (ii) change his job description within the same professional level, (iii) change his work location within fifty (50) miles of the Company’s corporate office in Palatine, Illinois upon six (6) months’ notice, and (iv) add to or delete from his duties under this Agreement professionallywithout affecting the enforceability and conditions of this Agreement. Reporting to the COO, and based at the Company’s Support Center in Palatine, IL, the Vice President will provide national leadership to the Company’s Home Health Services Division, which includes skilled nursing, therapy, and related programs and services. This key, executive position will be the visionary leader for this major segment of the Company’s business, and will establish and implement national and regional strategic objectives and initiatives for growth and business development. This position will direct the Division’s overall operations, and all national and regional policy and program development activities, and will ensure compliance with applicable federal and state regulations and JCAHO standards. • Direct the Division’s overall operations, and work closely with the regional directors in the development and implementation of all national and regional policies and programs for the Skilled and Assisted businesses. • Coordinate and participate in the identification and evaluation of potential Home Health Services Division acquisition candidates, and in the assimilation of acquired companies into the Division’s structure, systems and processes. • Provide direction and guidance to the regional directors in effectively managing the branches in their respective regions, and in driving financial and operating results. • Direct and coordinate the preparation of the Division’s annual budgets, and continually monitor regional and branch performance to identify trends and implement corrective actions. • Direct the development of clinical practices and standards that ensure the delivery of safe and therapeutically effective service to patients and families, in accordance with the all applicable lawsfederal state, rules and local regulations and such JCAHO standards, policies and procedures established by assure the Company establishment of quality assurance/performance improvement programs and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive toprocesses. • Direct Divisional staff education efforts, and approved bypromote ongoing skills enhancement and professional development. • Provide leadership in the development and implementation of national and regional strategic objectives and initiatives for revenue growth and business development, including sales and marketing programs designed to promote the Board, so long as ExecutiveDivision’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.services and target potential referral sources

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during a. During the Employment Period in the capacity set forth on Schedule A heretoPeriod, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop be employed in the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”)affiliates. Executive shall serve as a corporate officer of the Company with the title of Chief Executive Officer. In the performance of his duties, Executive shall be subject to the direction of the Board of Directors of the Company (the "Board of Directors") and shall not be required to take direction from or report to any other person. Executive shall be appointed to the Board of Directors of the Company effective as of the Effective Date. Executive's duties and authority under this Agreement are set forth on Exhibit 1 to this Agreement. b. Executive agrees to his employment as described in this Section 2 and agrees to devote substantially all of Executive’s business time, attention his working time and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry Agreement; provided that nothing herein shall be interpreted to preclude Executive from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount participating with the prior written consent of his time to civic, communitythe Board of Directors as an officer or director of, or charitable activities and may serve as a director of advisor to, any other corporations (provided entity or organization that any such other corporation is not a competitor of customer or material service provider to the CompanyCompany or a Competing Enterprise, as determined by the Board) and to other types of business or public activities not expressly mentioned defined in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the BoardSection 8, so long as Executive’s responsibilities with respect thereto do such participation does not conflict or interfere with the faithful performance of Executive's duties hereunder, whether or not such entity or organization is engaged in religious, charitable or other community or non-profit activities, (ii) investing in any entity or organization which is not a customer or material service provider to the Company or a Competing Enterprise, so long as such investment does not interfere with the performance of Executive's duties hereunder, or (iii) delivering lectures or fulfilling speaking engagements so long as such lectures or engagements do not interfere with the performance of Executive's duties hereunder. The Company consents to Executive's status as a "former partner" with a current financial interest in certain Midwest projects of Tramxxxx Xxxx Xxxidential ("TCR"), and such activity shall not be treated as a Competing Enterprise. c. In performing his duties to hereunder, Executive shall be available for reasonable travel as the Companyneeds of the business require. Executive shall be based in Alexandria, Virginia, or otherwise in the greater Washington, D.C. metropolitan area. d. Breach by either party of any of its respective obligations under this Section 2 shall be deemed a material breach of that party's obligations hereunder.

Employment Duties. (a) Subject The Company hereby agrees to employ the Executive and the Executive hereby accepts employment as Vice President of Transportation Services of the Company under the terms and conditions set forth herein, in this Agreement. Executive shall report to the Chief Executive Officer of the Company hereby employs the Executive to act for the Company during performance of his duties. Executive shall follow the Employment Period in the capacity set forth on Schedule A heretoreasonable, and the Executive hereby accepts such employment. The duties and responsibilities nondiscriminatory directives of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board Board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period Directors of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and the policies and procedures adopted in connection therewith from time-to-time. Executive will use Executive’s good faith efforts to promote and develop shall have responsibility for such duties as are customarily associated with the business position of a Vice President of Transportation Services of the Company and its subsidiaries (the Company’s subsidiaries from time to timesuch other executive level duties and responsibilities, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention consistent therewith and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote status of a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor senior level executive of the Company, as determined may be assigned by the Boardperson to whom he reports as provided herein. Executive acknowledges and agrees that the Company's brother-sister affiliates Distribution Services, Inc. and Contract Air, Inc. shall be operated by and through the management of the Company, including Executive, without additional compensation therefor. During the Term (as defined in Section 1.3 hereof), Executive shall devote substantially all of his working time, attention and skill to the business affairs of the Company. Executive's office will be in the Company's office located in the Dallas/Fort Worth, Texas metropolitan area or such other office of the Company or an affiliate thereof as is mutually acceptable to the Executive and the Company. Executive's refusal of a proposal of relocation outside of the Dallas/Fort Worth, Texas metropolitan area shall not be construed under this Agreement or otherwise, under any circumstances whatsoever, as (a) and a voluntary resignation, (b) Executive's unwillingness or affirmative action or omission to other types follow the reasonable directives of business the Company or public activities not expressly mentioned in this paragraph and the person to whom he reports hereunder or (iic) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance basis of his duties to the Companytermination for "Cause."

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period (as defined in the capacity set forth on Schedule A hereto, and Section 3) the Executive hereby accepts agrees to serve as President and as a director of GIG, except as may be modified by the written agreement of the parties hereto. In his capacity as President of GIG, the Executive shall promote the best interests of GIG, will be responsible for the day-to-day operations of GIG and shall perform such employment. The managerial duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and for GIG, as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign be assigned to him by the Executive. (b) Board of Directors of GIG. As President of GIG, the Executive recognizes that during the period shall have supervision and control over and responsibility for all areas of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries operations; shall perform such other duties as may from time to timetime be assigned to him by the Board of Directors and/or the Chief Executive Officer ("CEO") of GIG; and shall report directly to the CEO on a regular basis or as dictated by events, together but in no case less frequently than every two (2) weeks. Reports shall be in a format to be determined by GIG. The other duties as may from time to time be assigned to him shall be consistent with any other affiliates and shall not interfere with the performance of the Companyduties described herein and shall be of a type customarily performed by persons of similar titles with similar corporations. Throughout the Employment Period, and except for illness, vacation periods and leaves of absence granted by GIG (if any), the “Affiliates”). Executive shall devote all of Executive’s his business time, attention attention, skill and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties hereunder, and shall accept such office or offices to which he may be elected by the Board of Directors of GIG. The Executive shall keep complete and accurate records which reflect the carrying out of his duties hereunder, shall keep the Board of Directors fully informed of developments relating to the Companycarrying out of his duties hereunder and shall report on such at the request of the CEO.

Employment Duties. (a) Subject During the Term of this Agreement, as defined in Section 3.1, Employee will be employed by the Company to serve as the Chief Executive Officer and President of the Company. Employee shall report to the terms and conditions set forth herein, Board of Directors of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company), and Executive will use Executive’s good faith efforts to promote have such general charge and develop the business control of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive business and affairs and shall devote have all of Executive’s business time, attention powers and skills duties incident and customary to the performance offices of Executive’s services as an executive of the Company. Recognizing Chief Executive Officer and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations President and such standards, policies other responsibilities and procedures established by authority as the Company and the industry Board may assign from time to time. 1.1 Employee shall perform all duties and exercise all authority in accordance with, and otherwise comply with, all Company policies, procedures, practices and directions. 1.2 Employee shall devote sufficient time and reasonable best efforts to successfully perform his duties and advance the Company’s interests, including but not limited to participating in local civic engagements. During the Term (c) Howeveras herein defined in Section 3), the it is understood that Employee may render services to third parties agree that: (i) Executive which would not materially conflict with Employee’s obligations hereunder, and for which Employee may devote a reasonable amount of his time receive compensation. Should Employee be appointed or elected to civic, community, or charitable activities and may serve as a director director, officer or member of other corporations (provided that any professional, charitable and civic organizations, Employee agrees to inform the Board upon the Employee being appointed or elected to any such director, officer, or membership position. Nothing in this Section 1.3 shall prohibit Employee from personally owning and trading in stocks, bonds, securities, real estate, commodities or other corporation is investment properties for Employee’s own benefit, or the benefit of Employee’s family, which do not a competitor create conflicts of interest with the Company. 1.3 The parties agree that Employee shall perform his duties primarily at the Company’s principal office located at 000 Xxxxxxx Xxxxxx, Elephant Butte, New Mexico or at other such location as determined approved by the Board) . Employee agrees that any relocation approved by the Board will not be considered a modification of this Agreement and will not be subject to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanySection 8.2.

Employment Duties. (a) Subject to The Corporation does hereby employ the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoExecutive, and the Executive does hereby accepts such employmentaccept employment by the Corporation, as President and Chief Executive Officer (“CEO”) of the Corporation. The As an executive officer of the Corporation, the Executive will perform his duties and discharge his responsibilities in accordance with the by-laws of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position Corporation and as the Company’s board of directors (the “Board”) may Board from time to time reasonably assign to directs, recognizing the Executive. (b) Executive recognizes that during the period nature and scope of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s employment. The Executive will perform his duties under this Agreement professionallyprimarily from the Corporation’s headquarters in Frisco, Texas, provided that the Executive will be available and will travel to other locations from time-to-time as is necessary to perform his duties. The Executive agrees to perform his duties and discharge his responsibilities in accordance with a faithful manner and to the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount best of his ability. The Executive agrees to devote his full business time and attention to civicthe supervision and conduct of the business and affairs of the Corporation and to faithfully and to the best of his ability promote the interests of the Corporation. The Executive further agrees that he will engage in no outside business concerns or activities, communityand will not accept other gainful employment, without the Corporation’s prior written consent. The Corporation hereby acknowledges and consents to the Executive continuing to serve on any boards of directors on which he currently serves, and on the boards of other nonprofit or charitable activities and may serve as a director of other corporations (organizations, provided that any such other the Executive agrees not to serve concurrently on the board of directors of more than one publicly held corporation is not a competitor during the term of the CompanyAgreement. The Executive also may deliver lectures, as determined by the Board) fulfill speaking engagements or teach at educational institutions and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Boardmanage personal investments, so long as these activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Corporation in accordance with respect thereto do this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of these activities (or the conduct of activities similar in nature and scope) subsequent to the Effective Date shall not conflict or thereafter be deemed to interfere with the faithful performance of his duties the Executive’s responsibilities to the CompanyCorporation. The Executive represents and warrants to the Corporation that the Executive’s employment and performance of the duties contemplated under this Agreement will not, to his knowledge, be in violation of any non-competition or confidentiality agreements to which the Executive is a party or is bound.

Employment Duties. (a) Subject to During the terms and conditions set forth hereinEmployment Period, Executive shall serve as Chairman of the Board of Directors of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may and Chief Executive Officer of the Company. In such position, Executive shall have such duties, responsibilities and authority as is customarily assigned to individuals serving in such position, and such other duties, responsibilities and authority consistent with Executive’s position as the Board of Directors of the Company (the “Supervising Authority”) specifies from time to time time, in each case, which shall be reasonably assign commensurate with the duties, responsibilities and authority of a chairman of the board of directors and chief executive officer of entities of the Company’s size and nature within the United States. During the Employment Period, the Company shall also nominate Executive for election (or re-election, as the case may be) as a member of the Board at the expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. In addition, Executive hereby consents to serve as an officer and/or director of any subsidiary of the ExecutiveCompany without any additional salary or compensation, if so requested by the Board. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of shall be employed by the Company and its subsidiaries on a full-time basis (the Company’s subsidiaries from time to timei.e., together with any other affiliates of the Company, the “Affiliates”40 hours per work week). Executive shall devote all of Executive’s business time, attention skill and skills to the performance knowledge and substantially all of Executive’s attention and energies to the conscientious performance of all of the lawful duties, responsibilities and authority that may be assigned to Executive hereunder, except for vacation time and absence for sickness and similar disability. Nothing contained in this Agreement shall preclude Executive from devoting time to personal and family investments, or to other businesses, or as a director of any other profit or not-for-profit company, or from participating in industry associations; provided, that such activities or services as an executive do not (i) materially interfere with Executive’s duties hereunder; (ii) materially violate the terms of Section 6 hereof or the Proprietary Information Agreement referred to in Section 7 hereof; (iii) involve service to any other profit or not-for-profit company, a substantial portion of whose business is competitive with a substantial portion of the Company. Recognizing and acknowledging that it ’s business, or a substantial portion of whose business is essential for substantially in distribution of DVDs or its successors to the protection and enhancement home market or on-demand programming; or (iv) result in Executive joining any boards of for-profit companies without the prior approval of the brand nameBoard, reputation such approval not to be unreasonably withheld, other than China MediaExpress Holdings, Inc., Masterbeat, and business Content Capital Partners, LLC, which shall be deemed to be approved as of the Company and the goodwill pertaining thereto, date hereof. Executive shall perform also render services, on a non-permanent basis, at such other places within or outside the Executive’s duties under this Agreement professionally, in accordance with United States as the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry Supervising Authority may reasonably direct from time to time. . Executive shall be subject to and comply with the written policies and procedures generally applicable (cand provided) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor senior executives of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties Company to the Companyextent such policies and procedures are not inconsistent with any term of this Agreement (including any negatively implied term).

Employment Duties. (a) Subject During the Employment Period and subject to the terms and conditions set forth hereinof this Agreement, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoas its Chief Executive Officer, and the Executive hereby accepts such employmentemployment as Chief Executive Officer of the Company. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate customary to such office and as are normally associated with and appropriate for such position and as the Company’s board Board of directors Directors (the “Board”) may from time to time reasonably assign to the Executive. (b) The Executive recognizes that during the period Employment Period and subject to the terms and conditions of Executive’s employment hereunderthis Agreement, the Executive owes an undivided duty of loyalty to the Company, and the Executive will use the Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). The Executive shall devote all of the Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation name and business of the Company and the goodwill pertaining thereto, the Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry in writing from time to time. (c) HoweverNotwithstanding anything to the contrary in this Section 2, the parties agree that: Executive may (i) Executive may devote a reasonable amount of his the Executive’s time to civic, community, or charitable activities and may serve as a director director, member or manager of other corporations companies (provided that any such other corporation company is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph paragraph, and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by the Executive to, and approved by, the Board, so long as the Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his the Executive’s duties to the Company. Without limiting the generality of anything contained in this Section 2, the Company hereby acknowledges and approves of the Executive’s ownership of a fifty percent stake in Gold Grenade, LLC, a beauty and fragrance product development firm with whom the Company has entered into a material consulting agreement.

Employment Duties. During the Employment Period (a) Subject as defined below), the Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (“Board of Directors”). The Executive shall be based at the Company’s principal place of business in the greater Boston, Massachusetts metropolitan area, or such place or places in the continental United States as the Board of Directors shall determine. The Executive shall report to, and be subject to the terms and conditions set forth hereingeneral supervision of, the Company hereby employs Board of Directors. The Executive agrees to devote substantially all of his business time, attention and energies to the Executive to act for business and interests of the Company during the Employment Period in the capacity set forth on Schedule A heretoPeriod; provided, and however, that the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate may be permitted to such office and as are normally associated with and appropriate for such position and as the Company’s board engage in other activities, including membership on boards of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunderother businesses or non-for-profit organizations, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together so long as such activities do not materially interfere with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, and have been disclosed to and approved in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established advance by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount Board of his time to civic, community, or charitable activities and may serve Directors. The Executive’s service as a director member on the board of other corporations (provided that any such other corporation is not a competitor directors of Blend Therapeutics, Inc. and Wellesley Youth Hockey shall be deemed to have been disclosed and approved by the Board of Directors. The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as determined adopted and amended from time to time by the Board) Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive tothe Executive. Further, and approved byduring the Employment Period, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with Executive shall be a member of the faithful performance Board of his duties to Directors of the Company.

Employment Duties. (a) Subject During the Employment Period, You shall serve as the Vice-Chairman of the Board and shall have the normal duties, responsibilities, functions and authority of a Vice-Chairman of the Board, subject to the terms power and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities authority of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board Board of directors Directors (the “Board”) of Holdings. During the Employment Period, You shall also assist the Company to implement any new strategic projects or services assigned to You by Holdings’ Chief Executive Officer or the Board. During the Employment Period, You shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Your position as the Board may from time to time reasonably assign to the Executivedirect. (b) Executive recognizes that during During the period of Executive’s employment hereunderEmployment Period, Executive owes an undivided duty of loyalty You shall report to the CompanyBoard and with respect to any strategic projects, Holdings’ Chief Executive Officer, and Executive will use Executive’s good faith shall devote Your best efforts and Your full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and time spent fulfilling continuing legal education requirements) to promote and develop the business and affairs of the Company and its subsidiaries (Affiliates. You shall perform Your duties, responsibilities and functions to the Company and its Affiliates hereunder to the best of Your abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s subsidiaries and its Affiliates’ policies and procedures in all material respects. In performing Your duties and exercising Your authority under this Agreement, You shall support and implement the business and strategic plans approved from time to timetime by the Board. So long as You are employed by the Company or any of its Affiliates, together with any other affiliates You shall not, without the prior written consent of the CompanyBoard, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s accept other employment or perform other services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of compensation other than for the Company and its Affiliates; provided that You may serve as a member of the goodwill pertaining theretoboard of other organizations and as a member of the management committee of XxXxxxx Xxxxxx, Executive shall perform the Executive’s duties under this Agreement professionallyLLC, a Georgia limited liability company, in accordance with each case so long as You do not receive or accept, directly or indirectly, any compensation for such service after the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeEffective Date. (c) HoweverIn consideration of the extension of Your employment with the Company pursuant to this Agreement and the compensation and benefits associated therewith, You agree that in the parties agree that: event You violate the restrictions contained in the last sentence of Section 2(b) above, You shall (i1) Executive may devote a reasonable forfeit all rights to any compensation described in this Agreement, and (2) promptly pay an amount of his time to civic, community, the Company equal to the amount received by You in connection with such other employment or charitable activities and may serve as a director performance of other corporations (provided that any such services for compensation other corporation is not than for the Company and its Affiliates. For the avoidance of doubt, notwithstanding anything to the contrary in the Option Agreement, a competitor violation by You of the Company, as determined by restrictions contained in the Boardlast sentence of Section 2(b) and to other types above shall constitute “Cause” for purposes of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyYour Option Agreement.

Employment Duties. (a) Subject to The Corporation hereby engages and employs Executive as the terms and conditions set forth herein, Chief Financial Officer of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCorporation, and the Executive hereby accepts such employmentengagement and employment as the Chief Financial Officer of the Corporation, for the term of this Agreement as long as Executive desires to serve. The It is expected that Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Corporation’s Board of Directors shall designate that are consistent with the Executive’s position. Executive further agrees to serve without additional compensation as an officer or director of any subsidiaries of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as Corporation upon request of the Company’s board Board of directors (the “Board”) may from time to time reasonably assign to the ExecutiveDirectors. (b) Executive recognizes that during the period shall devote substantially all of Executive’s employment hereunder, Executive owes an undivided duty of loyalty his professional time under this Agreement to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Corporation. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Company’s subsidiaries from time to timeterm of this Agreement. Executive may not engage, together with directly or indirectly, in any other affiliates business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to the interest of the CompanyCorporation or any of its subsidiaries, or requires any significant portion of Executive's business time. The foregoing notwithstanding, the “Affiliates”)parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business and affairs of the Corporation or interfere with Executive's performance of his duties hereunder. Executive may not serve on the board of directors of any entity other than the Corporation during the Term (as hereinafter defined) without the written approval of the Board of Directors. Executive shall devote all be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of Executive’s business timedirectors. (c) The Corporation shall pay or reimburse reasonable travel, attention lodging, meal and skills to the performance of Executive’s services as an executive related incidental costs of the Company. Recognizing Executive when the Executive is requested to travel to or from the Corporation’s locations and acknowledging that it is essential while on business for the protection and enhancement of the brand nameCorporation, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance consistent with the applicable laws, rules and regulations and such standards, Corporation’s travel policies and procedures established by the Company and the industry in effect from time to time. (cd) HoweverThe Corporation shall provide a computer, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities cellular phone and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as office for Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) 1.1 Subject to and in accordance with the terms and conditions set forth hereinof this Agreement, the Company Employer hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, Employee and the Executive Employee hereby accepts such employment. The duties Employee shall devote no less than ( ) hours per week of patient care and responsibilities of the Executive shall include such duties and responsibilities appropriate related administrative duties, based on a regular work schedule approved by Employer, in addition to such office and other responsibilities as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may be assigned from time to time reasonably assign by Employer. Employee is expected to devote Employee's full professional energies, interests, abilities and time to the Executiveconduct of the Practice. (b) Executive recognizes that 1.2 Employer shall be responsible for, and shall assist Employee in scheduling and assignment of the particular duties, hours, days and administrative procedures for Employee's performance of services hereunder, and Employee shall at all times cooperate with Employer in connection therewith. 1.3 Employee shall have no authority to bind Employer in any manner whatsoever in connection with any contract or agreement and shall not enter into any oral or written contract or agreement with any third party which would in any way bind Employer, except as expressly authorized in writing by Employer. 1.4 Employee shall not accept other full or part-time employment during the period term hereof without the prior written approval of Executive’s Employer, which approval may be granted or withheld in Employer's sole and absolute discretion. As a condition precedent to obtaining such written consent, however, Employee must obtain additional malpractice coverage, apart from coverage provided by Employer, for work performed outside the Practice in such amounts and from a carrier acceptable to Employer, and must provide acceptable evidence thereof to Employer. Responsibilities of the Practice will take precedence over additional employment hereunder, Executive owes an undivided duties which may exist outside the Practice and may not interfere in any manner with Employee's duty of loyalty to perform Direct and Indirect Patient Care and Administrative Responsibilities as described herein. Notwithstanding anything herein to the Companycontrary, and Executive will use Executive’s good faith efforts any outside employment by Employee shall at all times be subject to promote and develop the business process of Section 5 hereof. 1.5 Employee shall, in the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates course of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive Employee's duties hereunder, comply with all (i) clinical policies and procedures, mandated by any health plans, payors or hospitals or their staffs, that are applicable to the Employee, the Practice or any of its employees; and (ii) laws and regulations applicable to Employee and to the conduct of the CompanyPractice. Recognizing Employee represents and acknowledging warrants that it is essential for the protection and enhancement as of the brand nameEffective Date, reputation (i) Employee shall be licensed as a in the State of or eligible for such licensure; (ii) Employee shall be certified by the Board; (iii) Employee shall hold a current Drug Enforcement Administration License; and business (iv) there shall be no pending actions, proceedings or citations which would in any way restrict Employee's ability to perform the services contemplated under this Agreement. In the event that, during the term hereof, any licensing or governing authority shall institute any proceeding which may permanently or temporarily affect the ability of Employee to practice in the State of , Employee shall notify Employer immediately of the Company commencement of such proceeding. 1.6 Employee shall complete all patient records and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, charts in accordance with the applicable laws, rules and regulations and such standards, policies standards and procedures established by the Company and the industry from time to timetime by Employer, and shall promptly provide Employer with such billing information and records as may be required by Employer in order for Employer to bill for Employee's services. (c) However1.7 Employee shall abide by all terms, the parties agree that: (i) Executive may devote a reasonable amount of his procedures and policies adopted from time to civictime by Employer with respect to the Practice and communicated in writing to Employee. 1.8 Employee must seek a minimum of a two week's prior approval by Employer for any vacation days and/or C.M.E. days which will remove the Employee from the Practice or from the coverage of call so that the Practice can make prior arrangements for coverage and call. 1.9 Employee shall, at all times, maintain the highest level of professionalism in connection with Employee's relationship with Employer, other physicians and staff employed by (or sharing space with Employer), other physicians in the community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor all of the Company, as determined by patients in the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive toPractice, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict all facilities at which Employer or interfere with the faithful performance of his duties to the CompanyEmployee provides services.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. 4.1 The duties and responsibilities of the Executive shall include perform such duties and responsibilities appropriate to exercise such office and powers as are normally associated with or incidental and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign ancillary to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty Position and as may be assigned to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of In fulfilling his duties to the Company, the Executive shall be instructed by and shall regularly report to Cronos Group’s Chief Executive Officer (the “CEO”). The Executive agrees and acknowledges that due to the Executive's senior managerial position in the Company and the special amount of trust involved in the Position in which the Executive shall be employed, the Hours of Work and Rest Law, 1951 (the “Hours of Work and Rest Law”) does not apply to the Executive's employment. The Executive acknowledges that the set amount of the Base Salary (as defined hereunder) agreed upon reflects the requirements of the position to work additional and irregular hours. Therefore, the Executive shall not be entitled to claim or receive payments or any additional pay for overtime working hours, or work performed on Fridays, Saturdays or Jewish festival holidays. The Executive’s duties, hours of work, location of employment and reporting relationships may be adjusted from time to time by the Company to meet changing business and operational needs. Without limiting the foregoing, the Executive shall: (a) devote his full working time and attention during normal business hours and such other times as may be reasonably required to the business and affairs of the Company and shall not, without the prior written consent of the CEO, undertake any other business or occupation or public office; (b) perform those duties that may be assigned to the Executive diligently, honestly, and faithfully to the best of the Executive’s ability and in the best interest of the Company; (c) abide by all Company policies and Cronos Group policies, as instituted and amended from time to time including but not limited to, the Cronos Group Code of Business Ethics and Conduct; (d) use best efforts to promote the interests and goodwill of the Company and not knowingly do, or permit to be done, anything which may be prejudicial to the Company’s interests, it being understood and agreed that the Executive is a fiduciary of the Company and owes fiduciary obligations to the Company that are not extinguished by this Agreement; (e) identify and immediately report to the CEO any gross misrepresentations or violations of the Code of Business Ethics and Conduct or applicable law by the Company or its management; and (f) comply with the Sexual Harassment Prevention Law, 1998, as well as the with provisions of any regulations enacted by its virtue and with the Cronos Group’s Policy for Prevention of Sexual Harassment at the workplace, and undertakes to act in accordance with said laws and policy.

Employment Duties. (a) Subject The Company hereby agrees to continue to employ Employee, and Employee hereby agrees to continue to serve, subject to the terms and conditions set forth hereinprovisions of this Agreement, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities as President of the Executive Pharmaceutical Division or Subsidiary of the Company. Employee shall include continue to perform such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign assigned to Employee by the President of Positron and shall continue to report directly to the Executive. President. Such duties and responsibilities shall be substantially the same as Employee currently performs and will continue to include full authority (bi) Executive recognizes that during to shape and implement the period strategic business plan of Executive’s employment the Company; (ii) to direct the development and monitoring of operating goals and objectives; (iii) to oversee financial operations and (iv) to provide leadership, direction and administration of all aspects of Company activities, in all cases subject to the supervision and authority of the Company's Board of Directors. Employee agrees to continue to devote sufficient attention and energies to the performance of the duties assigned to him hereunder, Executive owes and to perform such duties faithfully and to the best of his abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company's employees to the best of his knowledge. Without limiting the generality of the foregoing, Employee shall continue to perform the duties associated with the position of Division or Subsidiary President. Upon consultation with the Board of Directors of the Company, Employee may serve on committees of corporate, civic or charitable organizations so long as such activities do not interfere materially with the performance of his duties and responsibilities hereunder. Additionally, Employee shall be permitted to act and serve as an undivided duty officer, director, general partner, equity owner, or other principal or fiduciary of loyalty other entities or ventures, whether related or unrelated to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of provided such activities are not in direct competition with the Company and its subsidiaries (do not interfere materially with the Company’s subsidiaries from time performance of his duties and responsibilities hereunder. Company shall continue to timeprovide suitable office space in the Indianapolis area and equipment, together with any and mutually agreeable office personnel, including without limitation, personal secretarial and other affiliates assistance, at the Indianapolis area office(s) of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall enable Employee to perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyhereunder.

Employment Duties. (a) Subject to For the terms and conditions set forth hereinTerm, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoExecutive, and the Executive hereby accepts employment with the Company, to render services as Executive Vice President and Chief Financial Officer of the Company and the other respective members of the Village Farms Group, with such employment. The powers, duties and responsibilities customary to the positions of Executive Vice President and Chief Financial Officer as from time to time may be assigned to the Executive consistent with such positions. In addition, the Executive shall include such duties and responsibilities appropriate be required to such office and serve as are normally associated with and appropriate for such position and as a member of the Company’s board of directors of the Company (the “Board”) may from ), if nominated and appointed by the Company’s stockholders, and any other boards of directors or other governing bodies of the Village Farms Group and other affiliates. The Executive agrees to devote substantially all of his business time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business affairs of the Village Farms Group as directed by the Chief Executive Officer of the Company and its subsidiaries (the Company’s subsidiaries from time “CEO”) and/or the Board and to timeperform all duties and fulfill all responsibilities incident to his employment in a manner reasonably expected of senior executives in similar positions, together with any other affiliates of except that the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount portion of his business time to civicprojects and businesses outside the Village Farms Group, communityprovided each such project and/or business has been approved in writing by the CEO or the Board. The foregoing shall not be construed to prohibit the Executive from sitting on boards of directors of companies that are not engaged in a Competitive Business (as defined below), or engaging in charitable activities and may serve as a director satisfying military obligations. The Executive’s services under this Agreement shall be performed primarily at the principle executive office of other corporations (provided that any such other corporation is not a competitor VFLP in Lake Mary, Florida, subject to reasonably necessary travel requirements of his position and duties hereunder. The Executive shall be responsible for each facet of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to’s financial operations, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties shall report directly to the CompanyCEO.

Employment Duties. During the Employment Period (aas defined below), the Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (“Board of Directors”). The Executive shall be based at the current location of his offices (Cardiff-by-the-Sea, California) Subject and provided with office space and support personnel and equipment commensurate with his position. The Executive shall report to, and be subject to the terms and conditions set forth hereingeneral supervision of, the Company hereby employs Board of Directors, consistent with the terms of this Agreement. The Executive agrees to act for devote substantially all of his business time, attention and energies to the business and interests of the Company during the Employment Period in the capacity set forth on Schedule A heretoPeriod; provided, and however, that the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate may be permitted to such office and as are normally associated engage in other activities consistent with and appropriate for such position and as the Company’s board past practice, including membership on boards of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunderother businesses or non-for-profit organizations, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together so long as such activities do not materially interfere with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionallyand have been disclosed to and approved in advance by the Board of Directors. The Executive’s service as a member on the board of directors of Inex Bio shall be deemed to have been disclosed and approved by the Board of Directors. The Executive agrees to abide by the rules, in accordance regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to the Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, Executive shall be a member of the Board of Directors (and all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable lawslaw (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and regulations corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of the Executive as a member of the Board of Directors and such standardsthe Executive shall so serve if elected or re-elected; provided, policies and procedures established however, that if the 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 industry from time to timeExecutive. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject The Employer hereby agrees to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoemploy Executive, and the Executive hereby accepts such employment, as the President of Employer, on the terms and subject to the conditions set forth herein. The duties and responsibilities of During the "Term" (as hereafter defined), Executive shall include such devote his best efforts and substantially all of his business time to the performance of all duties and responsibilities appropriate pertaining to such office and position as are normally associated customary for similarly situated executives of companies engaged in businesses similar to the Employer or as shall be assigned to him consistent with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to by the Executive. chief executive officer of the Employer (b) Executive recognizes that during the period of Executive’s employment hereunder"CEO"). Further, Executive owes an undivided duty shall not be gainfully employed other than pursuant to this Agreement. However, Executive may be involved in charitable work, service on boards of loyalty directors of other companies, manage his personal investments, offer guidance to the Company, others and Executive will use Executive’s good faith efforts to promote and develop wind-down his historical business activities (other than the business of SBC) so long as such activities do not unreasonably interfere with Executive's time commitment to the Company Employer as contemplated by this Agreement and its subsidiaries (the Company’s subsidiaries from time to time, together with do not constitute a breach by Executive of any other affiliates of his covenants contained in Sections 8 through 12 hereof. Any compensation or remuneration received by Executive on account of the Companyactivities in the immediately preceding sentence may be retained by Executive. The performance of Executive's duties hereunder shall be, at all times, subject to the “Affiliates”)supervision, advice and direction of the CEO. Executive shall devote all of Executive’s business time, attention and skills have the right during the Term to nominate himself to serve on the Board. Subject to the performance of Executive’s services as an executive fiduciary duties of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties Board as required under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) Howeverlaw, the parties agree that: (i) Executive may devote a reasonable amount Employer agrees to cause such nominee to be included in the Board and management slate of his time nominees presented to civic, community, or charitable activities and may serve stockholders for election as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companydirectors.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. 4.1 The duties and responsibilities of the Executive shall include perform such duties and responsibilities appropriate to exercise such office and powers as are normally associated with or incidental and appropriate for such ancillary to the Executive’s position and as may be assigned to the Executive from time to time. In fulfilling his/her duties to the Company’s board of directors , the Executive will be instructed by and will regularly report to the Chief Executive Officer (the “BoardCEO”) ). The Executive’s duties, hours of work, location of employment and reporting relationships may be adjusted from time to time by the Company to meet changing business and operational needs. Without limiting the foregoing, the Executive shall: (a) devote his/her full working time and attention during normal business hours and such other times as may be reasonably assign required to the Executive.business and affairs of the Company and shall not, without the prior written consent of the CEO, undertake any other business or occupation or public office; (b) perform those duties that may be assigned to the Executive recognizes that during diligently, honestly, and faithfully to the period best of the Executive’s employment hereunder, Executive owes an undivided duty ability and in the best interest of loyalty to the Company; (c) abide by all Company policies, as instituted and Executive will amended from time to time including but not limited to, the Code of Business Conduct and Ethics (the “Code”), the Xxxxxxx Xxxxxxx Policy, the Anti-Fraud Policy, the Equal Employment Opportunity Policy, the Disclosure Policy, the Harassment and Violence in the Workplace Policy and the Substance Use Policy; (d) use Executive’s good faith best efforts to promote the interests and develop the business goodwill of the Company and its subsidiaries (not knowingly do, or permit to be done, anything which may be prejudicial to the Company’s subsidiaries from time to timeinterests, together with any other affiliates of it being understood and agreed that the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business a fiduciary of the Company and owes fiduciary obligations to the goodwill pertaining thereto, Executive shall perform Company that are not extinguished by this Agreement; and (e) identify and immediately report to the Executive’s duties under this Agreement professionally, in accordance with CEO any gross misrepresentations or violations of the Code or applicable laws, rules and regulations and such standards, policies and procedures established law by the Company and the industry from time to timeor its management. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject The Employer hereby agrees to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoemploy Executive, and the Executive hereby accepts such employment, as the Chief Operating Officer of Employer, on the terms and subject to the conditions set forth herein. The duties and responsibilities of During the "Term" (as hereafter defined), Executive shall include such devote his best efforts and substantially all of his business time to the performance of all duties and responsibilities appropriate pertaining to such office and position as are normally associated customary for similarly situated executives of companies engaged in businesses similar to the Employer or as shall be assigned to him consistent with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to by the Executive. chief executive officer of the Employer (b) Executive recognizes that during the period of Executive’s employment hereunder"CEO"). Further, Executive owes an undivided duty shall not be gainfully employed other than pursuant to this Agreement. However, Executive may be involved in charitable work, service on boards of loyalty directors of other companies, manage his personal investments, offer guidance to the Company, others and Executive will use Executive’s good faith efforts to promote and develop wind-down his historical business activities (other than the business of SBC) so long as such activities do not unreasonably interfere with Executive's time commitment to the Company Employer as contemplated by this Agreement and its subsidiaries (the Company’s subsidiaries from time to time, together with do not constitute a breach by Executive of any other affiliates of his covenants contained in Sections 8 through 12 hereof. Any compensation or remuneration received by Executive on account of the Companyactivities in the immediately preceding sentence may be retained by Executive. The performance of Executive's duties hereunder shall be, at all times, subject to the “Affiliates”)supervision, advice and direction of the CEO. Executive shall devote all have the right during the Term to nominate himself and one other person to serve on the Board; provided, however, that the right to nominate a second person to serve on the Board shall terminate if and when the number of Executive’s business time, attention shares of Common Stock of the Employer owned of record by Coventry Partners Family Limited Partnership is reduced to below four and skills one-half percent (4-1/2%) of the then outstanding shares of Common Stock of the Employer. Subject to the performance of Executive’s services as an executive fiduciary duties of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties Board as required under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) Howeverlaw, the parties agree that: (i) Executive may devote a reasonable amount Employer agrees to cause such nominees to be included in the Board and management slate of his time nominees presented to civic, community, or charitable activities and may serve stockholders for election as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companydirectors.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. Executive shall be employed on a part-time basis, devoting approximately 20% of Executive’s business time to the performance of Executive’s services the Company. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the The parties expressly agree that: (i) Executive may continue to maintain her full-time position as Professor of Radiation Medicine at Georgetown University and also may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his her duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities employment as Chief Financial Officer of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and the Bank hereby employs Executive will use Executive’s good faith efforts and Executive hereby accepts such employment as Executive Vice President, Chief Operating Officer and Treasurer of the Bank, on the terms and subject to promote the conditions hereinafter set forth. Effective July 1, 2000, Executive shall be promoted from the offices of Executive Vice President, Chief Operating Officer and develop Treasurer of the Bank and assume the role and office of the President and Chief Executive Officer of the Bank. In such capacities, Executive shall perform such functions with respect to the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates affairs of the Company, the “Affiliates”)Bank, and the Subsidiaries (as defined below) consistent with his position, as the Board of the Company or the Bank shall determine from time to time; provided, however, that Executive shall not be required to perform his duties at the principal offices of the Bank if the Bank should move its principal offices during the Employment Term to a location in excess of thirty-five (35) miles from Evansville, Indiana. Executive shall travel at the expense of the Company or the Bank, as appropriate, to the extent necessary to perform his duties hereunder. Executive shall devote all of Executive’s his full business time, attention time and skills energies to the performance of Executive’s services as an executive of the Company. Recognizing business and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business affairs of the Company and the goodwill pertaining theretoBank and shall not accept other employment or perform any services for any other person, firm or corporation; provided, however, that Executive shall perform may devote reasonable amounts of time to activities having a charitable, educational or other public interest purpose if and to the extent such activities do not substantially interfere with Executive’s duties under this Agreement professionally's performance of his responsibilities hereunder. Executive shall, in accordance with upon reasonable notice, furnish such information and proper assistance to the applicable laws, rules Company and regulations and such standards, policies and procedures established its affiliates as reasonably may be required by the Company and or the industry from time to time. (c) HoweverBank in connection with any legal action involving the Company, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, communityBank, or charitable activities any of their affiliates. Executive agrees to use his best efforts, skills and may abilities to promote and protect the interests of the Company and all of its subsidiaries now or hereafter organized (the "Subsidiaries"), including the Bank, and to perform his duties hereunder. Executive agrees to serve as a director or officer of other corporations (provided that any such other corporation is not a competitor of the Company's subsidiaries or controlled affiliates requesting his services, and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as determined by the Board) and to its Board of Directors or other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companygoverning body shall request.

Employment Duties. (a) Subject The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2. (b) The Employee hereby agrees to devote her full time and best efforts in such capacities as are set forth on Annex 2 on the terms and conditions set forth herein. Notwithstanding the foregoing, the Company hereby employs Employee may engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, provided the Executive to act for Employee complies with the Company during the Employment Period in the capacity set forth on Schedule A heretoEmployee Non-competition, Non-solicitation, Confidential Information and the Executive hereby accepts such employment. The duties Work Product Agreement effective as of June 1, 2013 and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and attached hereto as are normally associated with and appropriate for such position and as the Company’s board of directors Annex 3 (the “BoardEmployee Obligations Agreement”) may from time and such other activities do not interfere with or prohibit the performance of the Employee’s duties under this Agreement, or conflict in any material way with the business of the Company or of its subsidiaries and affiliates. The provisions of the Employee Obligations Agreement between the Company and the Employee that was in effect prior to time reasonably assign June 1, 2013 (the “Prior Employee Obligations Agreement”) will continue in full force and effect with respect to all matters arising with respect to periods through May 31, 2013. The Employee Obligations Agreement will be effective as of June 1, 2013 and will be in full force and effect on and after such date. The Company hereby agrees that the Executive. continuation of the Employee’s status as an independent director of AutoNavi Holdings Limited and SinoMedia Holding Limited, will not be deemed to be a violation of this clause, provided that (bi) Executive recognizes the businesses of such companies do not subsequently change such that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop they are in competition with the business of the Company and its subsidiaries (ii) the Employee’s obligations to such companies do not conflict with her obligations to the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, The Employee will use best efforts during the parties agree that: (i) Executive may devote a reasonable amount of his time Term to civic, community, or charitable activities and may serve as a director of other corporations (provided ensure that any such other corporation is not a competitor of the Company, as determined by the Board) ’s business and to other types those of business or public activities not expressly mentioned its subsidiaries and affiliates are conducted in this paragraph accordance with all applicable laws and (ii) Executive may participate as a non-employee director and/or investor regulations of all jurisdictions in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companywhich such businesses are conducted.

Employment Duties. (a) Subject to The Corporation hereby engages and employs Executive as the terms President and conditions set forth herein, Chief Executive Officer of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCorporation, and the Executive hereby accepts such employment. The duties engagement and responsibilities employment as the President and Chief Executive Officer of the Corporation, for the term of this Agreement as long as Executive shall include desires to serve. It is expected that Executive will perform such duties and responsibilities appropriate to commensurate with such office and as are normally associated with and appropriate for such position titles and as the Company’s board Board of directors (Directors of the “Board”) may from time to time Corporation shall reasonably assign determine, and the employment duties of Executive will include reporting directly to the ExecutiveChairman of the Board of Directors of the Corporation and/or the Board of Directors for the full time high quality performance of directing, supervising and having responsibility for all aspects of the operations and general affairs of the Corporation as directed by the Chairman of the Board of Directors or the Board of Directors. Executive further agrees to serve without additional compensation as an officer or director of any subsidiaries of the Corporation upon request of the Board of Directors. (b) Executive recognizes that during the period shall devote all of Executive’s employment hereunder, Executive owes an undivided duty of loyalty his professional time under this Agreement to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Corporation. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Company’s subsidiaries from time to timeterm of this Agreement. Executive may not engage, together with directly or indirectly, in any other affiliates business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to the interest of the CompanyCorporation or any of its subsidiaries, or requires any significant portion of Executive's business time. The foregoing notwithstanding, the “Affiliates”)parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business and affairs of the Corporation or interfere with Executive's performance of his duties hereunder. Executive may not serve on the board of directors of any entity other than the Corporation during the Term (as hereinafter defined) without the written approval of the Board of Directors. Executive shall devote all be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of Executive’s business timedirectors. (c) The Corporation shall pay or reimburse reasonable travel, attention lodging, meal and skills to the performance of Executive’s services as an executive related incidental costs of the Company. Recognizing Executive when the Executive is requested to travel to or from the Corporation’s locations and acknowledging that it is essential while on business for the protection and enhancement of the brand nameCorporation, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance consistent with the applicable laws, rules and regulations and such standards, Corporation’s travel policies and procedures established by the Company and the industry in effect from time to time. (cd) HoweverThe Corporation shall provide a computer, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities cellular phone and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as office for Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject As of the Effective Date, Employer hereby employs and Employee hereby agrees to employment pursuant to the terms of this agreement ("Employment Agreement"). Employee agrees to serve as Executive Vice President, Communications and conditions set forth hereinMedia Relations. Additionally, the Company hereby employs the Executive Employee agrees to act for the Company during the Employment Period serve in the capacity set forth on Schedule A hereto, such other capacities and the Executive hereby accepts such employment. The duties and perform responsibilities of the Executive as shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may be designated from time to time reasonably assign by Employer. Employee shall use Employee's best efforts to promote the interests of Employer and shall devote Employee's full business time, energy and skill exclusively to the Executivebusiness and affairs of Employer during the "Term" (as "Term" is defined in Paragraph 2 below). (b) Executive recognizes that during During the period course of Executive’s Employee's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential Employer may create or utilize subsidiary companies for the protection production and enhancement distribution of programming or to conduct the brand nameother activities and businesses of Employer. Employer shall have the right, reputation and business without additional compensation to Employee, to loan or make Employee available to any subsidiary of Employer or company in common ownership with Employer to perform services for any programming, property or project owned or controlled by Employer or any such entity, provided that Employee's services for any such entity shall be consistent with Employee's duties hereunder. Employee further agrees that all the Company and the goodwill pertaining thereto, Executive terms of this Employment Agreement shall perform the Executive’s duties under this Agreement professionally, in accordance with the be applicable laws, rules and regulations and to Employee's services for each such standards, policies and procedures established by the Company and the industry from time to timeentity. (c) HoweverDuring the Term, Employee shall be required to perform Employee's duties at the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, Employer's office in New York or charitable activities and may serve as a director of other corporations (provided that any at such other corporation is not a competitor of principal location in the Company, New York metropolitan area (or such other location as determined by the Board) may be mutually agreeable to Employer and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive toEmployee), and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere Employee shall undertake all travel required by Employer in connection with the faithful performance of Employee's duties hereunder. (d) Employer shall indemnify Employee for his duties acts as Employee to the Companyextent provided in Employer's bylaws.

Employment Duties. (a) Subject to the terms and conditions The Executive shall have those duties set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period below in the capacity set forth on Schedule A hereto, “Chief Financial Officer Job Description” and the Executive hereby accepts such employment. The other duties and responsibilities which are assigned to the Executive by the CEO or the Board of Directors and which are appropriate for the position of the Executive. The Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign be subject to the Executive. (b) Executive recognizes that during authority of the period Board of Executive’s employment hereunder, Executive owes an undivided duty of loyalty Directors and shall report directly to the Company, President and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive CEO of the Company. Recognizing The Executive shall also perform such further duties as are incidental to or implied from the foregoing, consistent with the background, training, and acknowledging that it is essential for the protection and enhancement qualifications of the brand name, reputation Executive or which may be reasonably determined by the President and business CEO or the Board of Directors to be in the best interests of the Company and the goodwill pertaining thereto, Addus HealthCare Group. The Executive shall perform have the Executiveauthority to recommend and implement appropriate corporate policies and procedures, and execute employment, procurement and other appropriate decisions, in each case, commensurate with his role as Chief Financial Officer, subject to oversight by the CEO and Board of Directors. The Company may, at its sole discretion, (i) re-assign the Executive within the Company’s organization structure, (ii) change his job description within the same professional level, (iii) change his work location within fifty (50) miles of the Company’s corporate office in Palatine, Illinois upon six (6) months’ notice, and (iv) add to or delete from his duties under this Agreement professionallywithout affecting the enforceability and conditions of this Agreement. Reporting to the President and Chief Executive Officer, this key senior executive position will have responsibility for the operations of the Financial Division and the Company’s financial, accounting and internal control functions, including accounting, reporting, investor relations, treasury, tax, credit and planning/budgeting. The Chief Financial Officer will also be responsible for all financial strategies and initiatives designed to generate continued improvements in revenue growth, profitability and shareholder value. Specific responsibilities include the following: • Provide leadership, direction and guidance on all financial, accounting and related regulatory compliance matters to Company management and the Board of Directors, and provide quarterly and year end financial reports to management, the Audit Committee and the Board of Directors. • Represent the Company as its financial leader and expert to all investors, financial institutions, large state payer organization representatives, auditors and other third parties, and direct the development of all related internal and external financial reporting packages for these groups. • Direct the development and implementation of the Company’s short- and long-term financial management objectives and strategies, and internal and external financial reporting policies, processes, systems and controls. Ensure that all financial policies and practices are executed in accordance with generally accepted accounting principles, federal, state and home care industry regulations and guidelines, and Securities and Exchange Commission (“SEC”) and Sarbanes Oxley compliance requirements. • Direct and participate in the preparation of quarterly forecasts and narrative reports, and coordinate and participate in quarterly calls with investors. Establish and maintain relationships with key investors and investment analysts, and provide timely and accurate responses to related inquiries. • Direct the Corporate Controller in the timely and accurate preparation of all Addus HealthCare Group financial statements; annual budgets; quarterly forecasts; proxy statements, annual reports and SEC filings; tax returns; Medicare cost reports; dashboard, benchmark and related financial/operational performance analyses; and in the conduct of monthly financial review discussions with the Divisional, Regional and Agency Directors. • Direct the Director of Reimbursement in ensuring the timely and accurate billing of Medicare, Medicaid and other contracting agencies; the timely identification and follow up on billing and collections issues; and the effective management of all accounts receivable, in accordance with established DSO and collections objectives. • Direct the applicable lawsVice President of Finance in managing the Addus HealthCare Group’s treasury, rules cash management and accounts payable functions, and oversee and participate in all financing strategies and banking relationships. • Direct the Director of Financial Reporting and Compliance in the development, implementation and monitoring of the Addus HealthCare Group’s systems, internal controls and business processes to ensure compliance with Sarbanes Oxley requirements and identify system enhancements to work toward internal control best practices. • Direct the development and implementation of information systems changes and enhancements to improve the quality and efficiency of the Addus HealthCare Group’s financial reporting capabilities. • Oversee the conduct of the annual audit, assess and implement related management letter recommendations, and regularly confer with auditing firm partner on accounting regulations and such standardsinterpretations of financial practices. • Direct the Vice President of Acquisitions and Contracts in the search, policies qualification and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive tonegotiation processes on all acquisitions, and approved by, direct the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance conduct of his duties to the Companyfinancial analyses and related due diligence and integration activities.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period in the capacity set forth on Schedule A heretoTerm, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop be employed in the business of the Company and its subsidiaries affiliates. On the Start Date, Executive shall serve as a corporate officer of the Company with the title of President. In the performance of his duties, Executive shall be subject to the direction of (a) the Board of Directors of the Company (the “Board”) and any committee thereof, and (b) the Chief Executive Officer of the Company (“CEO”), to whom he shall directly report, and Executive shall not be required to take direction from or report to any other person. As President, Executive’s duties, authority and responsibilities shall be consistent with the duties, authority and responsibilities normally commensurate with such position and title (and the Company’s subsidiaries Chief Investment Officer, Chief Operating Officer and Executive Vice President-Development and Construction (the “Line Executives”) shall report to Executive), except that the Chief Financial Officer (“CFO”) and the Executive Vice President – General Counsel (“General Counsel”) shall not report to you and shall instead report to the CEO. On or about January 1, 2022 but in all events no later than March 31, 2022, the Company shall promote you to the position and title of Chief Executive Officer. As CEO, you will be the most senior officer in the Company in charge of all day to day operations, with all business and support lines reporting directly or indirectly to you through the Line Executives, the CFO and the General Counsel and/or through other executive or senior officers who may report to you from time to time. At such time as you are promoted to the position of CEO, together with any other affiliates it is anticipated that the now current CEO may become Executive Chair of the CompanyBoard, an officer position, with a role to be determined; assumption of the “Affiliates”)role of Executive Chair by the now current CEO will not be a violation of this Agreement or give rise to a right by you to terminate this Agreement for Good Reason (as defined below) so long as you remain the sole CEO, report directly to the full Board and not the Executive Chair, and are the most senior officer of the Company in charge of day to day operations with all duties and responsibilities commensurate with the title. The Board has adopted, or promptly after the execution of this Agreement will adopt, a resolution that appoints you to the Board effective upon the Start Date. It is noted that the Board’s failure to renominate you for election to the Board shall give rise to your right to terminate your employment for Good Reason, as hereafter defined. You agree that you shall recuse yourself, if requested by the Lead Independent Director or the chair of a committee of the Board, from portions of Board or Board committee meetings at which your job performance, continued employment or compensation are discussed and assessed by the Board or a committee of the Board. (b) Executive shall agrees to his employment as described in this Section 2 and agrees to devote substantially all of Executive’s business time, attention his working time and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s his duties under this Agreement professionallyAgreement, in accordance with and Executive shall not assume the applicable lawstitle of, rules and regulations and such standardsor perform the role of, policies and procedures established by an officer, director, employee or advisor to any other entity or organization without the Company and approval of the industry from time Board, provided that the foregoing shall not apply to timereligious, charitable or other community or non-profit activities. Executive shall also be permitted to own no more than two (2) percent of the shares of any publicly traded company without violation of this section. (c) HoweverIn performing his duties hereunder, Executive shall be available for reasonable travel as the parties needs of the business and his role require and the Company shall reimburse Executive for the cost of such travel in accordance with and subject to Section 4(a). Executive shall be based in the Company’s Arlington, Virginia headquarters (or otherwise in the Washington Baltimore, DC-MD-VA-WV Consolidated Metropolitan Statistical Area as defined by the U.S. Census Bureau (“Metropolitan D.C.”)). You agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor relocate your permanent residence to within daily commuting distance of the Company’s current Arlington, as determined by VA headquarters no later than August 1, 2021; you shall be permitted to partially telecommute from an area outside of such daily commuting distance until such relocation. You will be entitled to receive the Board) relocation reimbursements and to other types of business or public activities not expressly mentioned benefits described in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive toAppendix A hereto, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties subject to the Companyrules and limitations stated therein.

Employment Duties. (a) Subject to Company hereby employs Executive as Vice Chairman of the Board of Directors and Chief Executive Officer on the terms and conditions set forth herein, the Company hereby employs the herein and Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The Executive shall report as designated by the Board of Directors of the Company and shall have those duties and responsibilities normally undertaken by the Chief Executive Officer of the Executive shall include a public company, as such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may determined from time to time reasonably assign to by the Board of Directors of the Company. At any time after the first anniversary of the Effective Date of the Merger, at the election of either the Board or the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty shall cease to be employed as the Company, and Chief Executive will use Executive’s good faith efforts to promote and develop the business Officer of the Company and its subsidiaries (shall thereafter be employed by the Company as a consultant with the such duties as may be mutually agreed to between the Executive and the Board of Directors. Executive shall serve as a member of and participate on the Senior Management Committee consisting of the Chairman, Vice Chairman and the President, to be established by the Board of Directors of the Company subject to guidelines established by the Board, to fostxx xxx enhance communications among the senior officers of the Company in order to facilitate and coordinate the strategic and operational activities of the Company’s subsidiaries . The Company agrees that Executive will not be required to relocate to the Atlanta area; provided that Executive agrees that he will spend as much time at the Company's headquarters as reasonably determined by the Board of Directors of the Company to be necessary for Executive to perform his duties. Any costs associated with Executive's travel to and from time to timethe Company's headquarters, together with any other affiliates of expense associated with Executive's lodging while at the Company's headquarters, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of be borne by the Company or reimbursed to Executive, as the case may be, provided that the incurrence and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, reimbursement of such costs and expenses must be in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeCompany's policies. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. During the Employment Period (a) Subject as defined below), the Executive shall serve as President and Chief Executive Officer of the Company, or such other role as mutually agreed upon by the Company and the Executive, and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Board of Directors. The Executive shall be based at the Company’s principal place of business in the greater Boston, Massachusetts metropolitan area, or such place or places in the continental United States as the Board of Directors shall determine. The Executive shall report to, and be subject to the terms and conditions set forth hereingeneral supervision of, the Company’s Board of Directors or such other person as mutually agreed upon by the Company hereby employs and the Executive. The Executive agrees to act for devote substantially all of his business time, attention and energies to the business and interests of the Company during the Employment Period in the capacity set forth on Schedule A heretoPeriod; provided, and however, that the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate may be permitted to such office and as are normally associated with and appropriate for such position and as the Company’s board engage in other activities, including membership on boards of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunderother businesses or non-for-profit organizations, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together so long as such activities do not materially interfere with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, and have been disclosed to and approved in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established advance by the Company Board of Directors. The Executive agrees to abide by the rules, regulations, personnel practices and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor policies of the Company, as determined adopted and amended from time to time by the BoardCompany, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed to the Executive. Further, the Executive shall be a member of the Board of Directors, (a) and to other types during the period of business or public activities not expressly mentioned in this paragraph time that the Executive serves as the Chief Executive Officer of the Company and (iib) subject to the terms and conditions of that certain Second Amended and Restated Voting Agreement between the Company, the Executive may participate and the other parties thereto dated on or about the date hereof (the “Voting Agreement”), during the one (1) year period of time after the Executive ceases to serve as the Chief Executive Officer. The Company shall reimburse the reasonable business expenses in connection with the Executive’s duties as a non-employee director and/or investor member of the Board of Directors in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere accordance with the faithful performance of his duties to the Company’s generally applicable policies.

Employment Duties. (a) Subject to During the terms and conditions set forth hereinEmployment Term, Employee shall be the Chief Operating Officer of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include perform such duties and responsibilities appropriate to such office and for the Company as are normally customarily associated with and appropriate for such position and or as may be assigned to Employee, from time to time, by the Company’s board Chief Executive Officer of directors the Company (the “CEO”) and/or the Board of Directors of the Company (the “Board”) may from time to time reasonably assign ). Employee shall report to the ExecutiveCEO. In addition to serving as the Chief Operating Officer of the Company, Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or as a member of the board of directors or board of managers of any of the Company’s Subsidiaries and/or affiliates. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive Employee will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote substantially all of ExecutiveEmployee’s business time, attention and skills Employee will devote his best efforts, to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the ExecutiveEmployee’s duties under this Agreement professionallyhereunder and will not engage in any other business, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, profession or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business occupation for compensation or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not otherwise which would conflict or interfere with the faithful rendition of such services either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, during the Employment Term, it shall not be a violation of this Agreement for Employee to (i) serve on corporate, civic or charitable boards or committees, provided that service on any corporate board or committee shall be subject to the prior approval of the Board, (ii) deliver lectures or fulfill speaking engagements, (iii) manage personal investments, and (iv) serve on the board of directors of and provide services to the entities set forth on Annex 1 hereof, in each case so long as such activities do not materially interfere with the performance of Employee’s responsibilities hereunder. 1 43938.00000 (c) Employee shall perform services at the Company’s various offices, from his home office in Chicago, IL, and at such other place or places as the Employee’s duties and responsibilities may require. The Employee understands and agrees that he may be required to travel in connection with the performance of his duties to the Companyduties.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs engages the Executive to act serve as Chief Technology Officer of the Company. The Executive shall (i) provide all technical and economic assessments of all Company projects; (ii) interface with banks and other institutions to complete bankable feasibility studies for the Company; (iii) design and implement a research and development program for the Company during and (iv) undertake such other services as reasonably requested by the Board of Directors from time to time related to solar energy, photovoltaic products and ancillary business advice and services, including, but not limited to, the matters set forth on Annex A attached hereto. The Executive shall serve the Company in such capacity for the Employment Period as defined in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employmentSection 2. The duties Executive shall report to the Chief Executive Officer. The Executive agrees that during the course of employment rendered to the Company, he shall devote his professional attention, knowledge and responsibilities experience and give his best effort, skill and abilities to promote the business and interests of the Company. The Executive shall include such duties and responsibilities appropriate agrees to such office and as are normally associated with and appropriate for such position and as accept direction from Chief Executive Officer of the Company’s board Company or the Board of directors Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”). The Executive shall devote approximately fifty percent (50%) of his professional time to Company services. The Company acknowledges and agrees that the services rendered to the Company shall not be exclusive to the Company and the Executive may pursue other academic and business activities so long as such other business activities are not in conflict with the Company. The Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the position of Chief Technology Officer as may from time to time reasonably assign be assigned to the Executive. (b) Executive recognizes that during by the period Board. For purposes of Executive’s employment hereunderclarity, Executive owes an undivided duty of loyalty except with respect to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall not be deemed to constitute services of Executive’s services the Executive as an executive agent of any such other organization to the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business Company or as an agent by or on behalf of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and organizations unless expressly delegated in writing to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companysuch effect.

Employment Duties. (a) Subject The Bank and the Holding Company hereby agree to employ Employee upon the terms and conditions set forth hereinherein contained, and Employee hereby agrees to accept such employment for the term described below. Employee agrees to serve as the Bank’s Executive Vice President/Chief Financial Officer and as Vice President/Chief Financial Officer of the Holding Company. In such capacity, Employee shall have such powers and responsibilities that are of the type and nature normally assigned to an Executive Vice President of a financial institution the size, stature, and nature, and with the growth plans, of the Bank and which the Board of Directors, the Company hereby employs President or the Chief Executive Officer may reasonably assign to act for him. Throughout the Company during term of this Agreement, Employee shall devote his best efforts and substantially all of his business time and services to the Employment Period business and affairs of the Bank and to utilize and develop contacts and customers to enhance the business of the Bank, subject to vacation periods and personal and sick leave in accordance with the Bank’s personnel manual and this Agreement (in the capacity set forth on Schedule A heretoevent of a conflict, this Agreement will supersede the Bank’s personnel manual), the Bank’s policies, and applicable law. Employee shall, at all times, conduct himself in a manner that will reflect positively upon the Executive hereby accepts Bank. Employee shall obtain such employmentlicenses, certificates, accreditation and professional memberships and designations as the Bank may reasonably require. The Employee shall join and maintain membership in such social and civic organizations as Employee or the Board deems appropriate to xxxxxx the Bank’s contacts and business network in the community. Specifically, Employee shall devote his full business time and attention and use his best efforts to accomplish and fulfill the following duties and responsibilities of the Executive shall include such responsibilities, as well as other duties and responsibilities appropriate assigned to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may Employee from time to time reasonably assign to by the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, Board: Employee shall participate in overall planning and Executive will use Executive’s good faith efforts to promote and develop the business management of the Company Bank. Employee shall also be responsible for/oversee all aspects of financial, accounting, control and its subsidiaries (the Company’s subsidiaries from time to timereporting, together with any other affiliates including Compliance and Security Officer. Employee shall be a member of the Company, Executive Committee of both the “Affiliates”). Executive shall devote all of Executive’s business time, attention Bank and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Holding Company and the goodwill pertaining theretoprimary contact for External Auditors, Executive External/Internal Auditors, Regulators and Shareholder Relations. Employee shall perform be responsible for pro-active analysis and recommendations of costs and opportunities. Notwithstanding the Executiveforegoing, during Employee’s employment with the Bank he may serve on the boards of directors of other entities that do not compete with the Bank, charitable organizations and not-for-profit corporations, and may pursue passive investments, provided that such activities do not unreasonably interfere with Employee’s duties under this Agreement professionallyand responsibilities hereunder or create a conflict of interest with the Bank. To the extent that Employee (or any relative or family member of the Employee) establishes, forms, or maintains a relationship (business, personal or otherwise), with any vendor, Customer, or affiliate of the Bank, or their agent, employee, or representative, or with any person or entity that could be construed, in accordance any manner, to create a conflict of interest with the applicable lawsBank, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. Employee shall promptly (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor within 7 days of the Companyformation or establishment of the relationship) disclose the same, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive towriting, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyBoard of Directors.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties employment as President and responsibilities Chief Executive Officer of the Company, on the terms and subject to the conditions hereinafter set forth. In such capacity and subject to the authority of the Company's Board of Directors ("Board"), Executive shall include perform such duties functions with respect to the business and responsibilities appropriate to such office and as are normally associated affairs of the Company, consistent with and appropriate for such position and his position, as the Company’s Board or the board of directors of the Subsidiaries (the “Board”as defined below) may shall determine from time to time reasonably assign time. Executive shall be based and shall perform his duties at the Company's present principal offices; provided, however, that Executive shall not be required to perform his duties at the principal offices of the Company if the Company should move its principal offices during the Employment Term to a location in excess of thirty-five (35) miles from Evansville, Indiana. Executive shall travel at the Company's expense to the Executive. (b) extent necessary to perform his duties hereunder. Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty shall devote his full business time and energies to the Company, business and Executive will use Executive’s good faith efforts to promote and develop the business affairs of the Company and its subsidiaries (the Company’s subsidiaries from shall not accept other employment or perform any services for any other person, firm or corporation; provided, however, that Executive may devote reasonable amounts of time to timeactivities having a charitable, together educational or other public interest purpose if and to the extent such activities do not substantially interfere with Executive's performance of his responsibilities hereunder. Executive shall, upon reasonable notice, furnish such information and proper assistance to the Company and its affiliates as reasonably may be required by the Company in connection with any other affiliates legal action involving the Company or any of the Company, the “Affiliates”)its affiliates. Executive shall devote all of Executive’s business timeagrees to use his best efforts, attention skills and skills abilities to promote and protect the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business interests of the Company and all of its subsidiaries now or hereafter organized (the goodwill pertaining thereto"Subsidiaries"), including United Fidelity Bank, FSB (the "Bank") and to perform his duties hereunder. Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time agrees to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director or officer of other corporations (provided that any such other corporation is not a competitor of the Company's subsidiaries or controlled affiliates requesting his services, and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as determined by the Board) and to its Board of Directors or other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companygoverning body shall request.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. Executive shall be employed on a full-time basis, devoting approximately 100% of Executive’s business time to the performance of Executive’s services for the Company. The duties and responsibilities of the Executive shall include such duties and responsibilities as are appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the The parties expressly agree that: (i) Executive may continue to maintain his academic affiliation as Adjunct Professor at Georgetown University Medical Center and as radiation oncologist at Hampton University (without clinical duties) for purposes of Shuttle’s proton-related research and also may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to The Corporation hereby engages and employs Employee as the terms and conditions set forth herein, Vice President of Business Development of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCorporation, and the Executive Employee hereby accepts such employmentengagement and employment as the Vice President of Business Development, for the Term (as defined in Section 2). The duties Employee will report directly to the Chief Executive Officer of the Corporation, and Employee shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executivepersons in similar capacities in similarly sized companies. (b) Executive recognizes that during During the period Term, Employee shall devote substantially all of ExecutiveEmployee’s employment hereunder, Executive owes an undivided duty of loyalty professional time attending to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Corporation. During the CompanyTerm, Employee’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties employment under this Agreement professionallyshall be Employee’s exclusive employment and Employee may not engage, directly or indirectly, in accordance any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the applicable lawsinterest of the Corporation or any of its subsidiaries, rules and regulations and such standards, policies and procedures established by or requires any significant portion of Employee's professional time. Notwithstanding anything to the Company and the industry from time to time. contrary in this Subsection (c) Howeverb), the parties recognize and agree that: that Employee (i) Executive may devote a reasonable amount of his time until March 1,2014 continue to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Companyan advisor/ consultant to Qualiber, as determined by the Board) Inc. and to other types of business or public activities not expressly mentioned in this paragraph and Meryx, Inc.; (ii) Executive may participate as a non-employee director and/or investor at any time during the Term engage in personal investments, other companies business activities and projects as disclosed by Executive tocivic, and approved by, the Board, so long as Executive’s responsibilities with respect thereto charitable or religious activities that do not conflict with the business and affairs of the Corporation or interfere with the faithful Employee's performance of his Employee’s duties hereunder; and (iii) continue to serve on the CompanyBoard of Qualiber, Inc. Consequently, other than service on the board of Qualiber, Inc., Employee may not serve on the board of directors of any oncology development entity during the Term without the written approval of the Corporation’s Chief Executive Officer. Employee shall be permitted to retain any compensation received for service on any unaffiliated corporation's board of directors, which service is not prohibited by the previous sentence.

Employment Duties. (a) Subject to the terms and conditions provisions set forth hereinelsewhere in this Agreement, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, as its Executive Vice President and the Executive hereby accepts Chief Technology Officer (or such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities other title as is appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign as is determined by the Chief Executive Officer), with such responsibilities and authority as shall be assigned to him from time to time by the Executive. (b) Board of Directors or the Chief Executive recognizes that during the period Officer of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, provided that after a Change of Control, the Executive's position, authority, duties and responsibilities shall not be substantially diminished from those held, exercised and assigned during the 120-day period immediately preceding the Change of Control. Initially, the Executive's duties shall include: Duties as directed by the Chief Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries Officer from time to time, together with any other affiliates including those set forth on Exhibit A. The Executive's principal place of employment shall be at the Company's main headquarters, in Gaithersburg, Maryland, subject to such travel as may be required by his employment. The Executive hereby agrees to remain in the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business employ of the Company subject to the terms and conditions of this Agreement, for the goodwill pertaining thereto, Executive shall perform the Executive’s duties under Term of this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Boarddefined below) and to other types of business or public activities not expressly mentioned in this paragraph perform his duties faithfully, loyally and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to report to, and approved byfollow the directions of, the BoardChief Executive Officer. During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his best efforts to perform faithfully and efficiently such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as Executive’s responsibilities with respect thereto such activities do not conflict or materially interfere with the faithful performance of his duties the Executive's responsibilities as an employee of the Company in accordance with this Agreement. 2 The Executive represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the CompanyCompany during the term hereof, and that he has not made and will not make any commitment, agreement or arrangement, or do any act, in conflict with this Agreement and that entering into this Agreement will not be in violation of any other agreement.

Employment Duties. (a) Subject to As of December 1, 2002 (the terms and conditions set forth herein"Effective Date"), the Company hereby engages and employs you, and you hereby accept engagement and employment, as an employee of the Executive to act Company for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities duration of the Executive shall include such duties and responsibilities appropriate to such office and "Term" (as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executivedefined in Section 2 below). (b) During the Term, you shall serve as Chief Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business Officer of the Company and its subsidiaries (subject to re-election to the Board by the shareholders of the Company’s subsidiaries from time ) as a member of, and Chairman of, the Board; shall have all authorities, duties and responsibilities customarily exercised by an individual serving in those positions at an entity of the size and nature of the Company; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair your ability to timedischarge, together with any other affiliates the foregoing duties and responsibilities; and shall, in your capacity as Chief Executive Officer of the Company, report solely and directly to the “Affiliates”)Board. Executive During the Term, your principal office, and principal place of employment, shall devote all be at the Company's principal executive offices, but you shall perform your duties hereunder at such places as shall be necessary according to the needs, business and opportunities of Executive’s business time, attention the Company; provided that you acknowledge and skills to agree that the performance of Executive’s services as an executive of the Company. Recognizing your duties hereunder may require significant domestic and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established international travel by the Company and the industry from time to timeyou. (c) HoweverDuring the Term, you shall devote substantially all of your business time and efforts to the parties agree that: proper discharge of your duties hereunder. You shall not, directly or indirectly, on a full-time, part-time, temporary, consulting or any other basis, work for, or provide services to, any other person, firm, corporation, partnership, joint venture or other business entity that would conflict, either directly or indirectly, with your duties hereunder, without the prior written consent of a representative of the Company specifically authorized by the Board or by the Compensation Committee of the Board (the "Committee") to give such consent, provided, however, that nothing shall preclude you from (i) Executive may devote serving on the boards of a reasonable amount number of his time to civictrade associations and/or charitable organizations, communityon the boards of any for-profit enterprises on which you are serving as of the Effective Date, and on the boards of such additional for-profit enterprises as the Board may specifically approve (which approval shall not be unreasonably withheld or delayed), (ii) engaging in charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Companycommunity affairs, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (iiiii) Executive may participate as a non-employee director and/or investor in other companies managing your personal investments and projects as disclosed by Executive to, and approved by, the Board, affairs; so long as Executive’s responsibilities with respect thereto such activities do not conflict not, either individually or in the aggregate, interfere with the faithful performance of his your ability to perform, or otherwise conflict with, your duties to the Companyhereunder.

Employment Duties. (a) Subject to the terms The Corporation engages and conditions set forth herein, the Company hereby employs the Executive to act for Employee, and the Company during Employee hereby accepts engagement and employment, as the Vice President of Legal Affairs and Secretary of the Corporation. During the Employment Period in (as hereinafter defined), the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities Employee shall have responsibility for legal affairs of the Executive shall include Corporation and performing such duties other services and responsibilities appropriate to such duties, consistent with the office of Vice President of Legal Affairs and Secretary of the Corporation, as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) he may from time to time be reasonably assign requested to perform by the President and/or Board of Directors of the Corporation (the "Board"). In performing his duties hereunder, the Employee shall report directly to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business President of the Company Corporation. If requested by the Corporation and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Companyduly elected or appointed, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may Employee will also serve as a director of other corporations (provided the Corporation without additional compensation. b) The Employee shall be located within a reasonable distance from Boulder, Colorado so as to be able to perform his duties hereunder from the Corporation's executive offices which will be located in Boulder, Colorado; provided, however, that any such other corporation is not a competitor the Employee acknowledges and agrees that the performance by the Employee of this duties hereunder may require significant domestic and international travel by the Employee. c) During the Employment Period, the Employee shall devote his full time and best efforts to the business and affairs of the CompanyCorporation. Notwithstanding the foregoing, as determined by the Board) Employee shall be permitted to serve on the board of directors of commercial and charitable organization and to other types make investments which are not related to the business and affairs of business or public activities not expressly mentioned in this paragraph and (ii) Executive the Corporation for which he may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Boardreceive compensation, so long as Executive’s responsibilities with respect thereto such activities or investments do not conflict or interfere with the faithful performance of his the Employee's duties and obligations hereunder. Employee and the Board of Directors will periodically review such outside commitments to insure that such commitments do not interfere with the Employee's duties with the Company.

Employment Duties. (a) Subject to Commencing as of the terms and conditions set forth hereinEffective Date, Employee shall be the Chief Executive Officer of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include perform such duties and responsibilities appropriate to such office and for the Company as are normally customarily associated with and appropriate for such position and or as may be assigned to Employee, from time to time, by the Company’s board Board of directors Directors of the Company (the “Board”) may from time to time reasonably assign ). Employee shall report to the ExecutiveBoard and/or the Chairman of the Board (if separate from the Employee). In addition to serving as the Chief Executive Officer of the Company, Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or as a member of the board of directors or board of managers of any of the Company’s Subsidiaries and/or affiliates, and will be nominated to the Board shortly following the Effective Date. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive Employee will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote substantially all of ExecutiveEmployee’s business time, attention and skills Employee will devote his best efforts, to the performance of ExecutiveEmployee’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services as an executive either directly or indirectly, without the prior written consent of the CompanyBoard. Recognizing and acknowledging Notwithstanding the foregoing, during the Employment Term, it shall not be a violation of this Agreement for Employee to (i) serve on corporate, civic or charitable boards or committees, provided that it is essential for service on any corporate board or committee shall be subject to the protection and enhancement prior approval of the brand nameBoard, reputation (ii) deliver lectures or fulfill speaking engagements, (iii) manage personal investments, and business (iv) serve on the board of directors of and provide services to the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionallyentities set forth on Annex 1 hereof, in accordance each case so long as such activities do not materially interfere with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeperformance of Employee’s responsibilities hereunder. (c) HoweverEmployee shall perform services at the Company’s various offices, the parties agree that: (i) Executive may devote a reasonable amount of from his time to civichome office in Chicago, communityIL, or charitable activities and may serve as a director of other corporations (provided that any at such other corporation is not a competitor of place or places as the Company, as determined by the Board) Employee’s duties and responsibilities may require. The Employee understands and agrees that he may be required to other types of business or public activities not expressly mentioned travel in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere connection with the faithful performance of his duties to the Companyduties.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company Employer hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoEmployee, and the Executive Employee hereby accepts such employment. The Employee's principal duties will consist of serving as the President and Chief Operating Officer of Employer and providing services consistent with such position. In addition, Employee shall perform such other duties and responsibilities services for and on behalf of Employer generally consistent with the Executive shall include such duties and responsibilities appropriate to such office and foregoing as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to be determined by the Executive. (b) Executive recognizes that during the period Board of Executive’s employment hereunder, Executive owes an undivided duty Directors of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries Parent (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”"Board"). Executive Employee shall also be designated as a Managing Director of Communications Holdings of Parent. Employee shall devote all of Executive’s his full and undivided business time, attention and skills efforts to Employer's business and to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s Employee's duties under this Agreement. Employee shall faithfully perform all duties assigned to him under this Agreement professionallyto the best of Employee's abilities. In the performance of Employee's duties hereunder, in accordance with Employee agrees to report to the applicable lawsBoard. The Board's current plan is that upon consummation of the Merger, rules the telecommunications business activities of Parent, currently conducted by Employer and regulations and such standardse.Volve Technologies Group, policies and procedures established Inc. (f/k/a Orix Global Communications, Inc.), will be operated by the Company Employee and the industry other officers and employees of Employer from time Employer's current offices located in the State of New Jersey, but subject to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities supervision and may serve as a director of other corporations (provided that any such other corporation is not a competitor authority of the CompanyBoard. Employer covenants and agrees that, during the Term (as determined by hereinafter defined) hereof, Employer shall not relocate the Board) principal office of Employer to a geographical location outside of a 50 mile radius from the current office of Employer and that Employee shall be allowed to other types perform his services under this Agreement at such principal office of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyEmployer.

Employment Duties. (a) Subject The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2. (b) The Employee hereby agrees to devote her full time and best efforts in such capacities as are set forth on Annex 2 on the terms and conditions set forth herein. Notwithstanding the foregoing, the Company hereby employs Employee may engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, provided the Executive to act for Employee complies with the Company during the Employment Period in the capacity set forth on Schedule A heretoEmployee Non-competition, Non-solicitation, Confidential Information and the Executive hereby accepts such employment. The duties and responsibilities Work Product Agreement effective as of the Executive shall include such duties and responsibilities appropriate to such office and March 8, 2016 that is attached hereto as are normally associated with and appropriate for such position and as the Company’s board of directors Annex 3 (the “BoardEmployee Obligations Agreement”) may from time and such other activities do not interfere with or prohibit the performance of the Employee’s duties under this Agreement, or conflict in any material way with the business of the Company or of its subsidiaries and affiliates. The provisions of the Employee Obligations Agreement between the Company and the Employee that was in effect prior to time reasonably assign March 8, 2016 (the “Prior Employee Obligations Agreement”) will continue in full force and effect with respect to all matters arising with respect to periods through March 7, 2016. The Employee Obligations Agreement will be effective as of March 8, 2016 and will be in full force and effect on and after such date. The Company hereby agrees that the Executive. continuation of the Employee’s status as an independent director of Vancl Corporation and China Distance Education Holdings Limited will not be deemed to be a violation of this clause, provided that (bi) Executive recognizes the businesses of such companies do not subsequently change such that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop they are in competition with the business of the Company and its subsidiaries (ii) the Employee’s obligations to such companies do not conflict with her obligations to the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, The Employee will use best efforts during the parties agree that: (i) Executive may devote a reasonable amount of his time Term to civic, community, or charitable activities and may serve as a director of other corporations (provided ensure that any such other corporation is not a competitor of the Company, as determined by ’s business and the Board) businesses of its subsidiaries and to other types affiliates are conducted in accordance with all applicable laws and regulations of business or public activities not expressly mentioned all jurisdictions in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companywhich such businesses are conducted.

Employment Duties. (a) Subject The Company agrees to employ Employee as its Chief Financial Officer and Senior Vice President, Corporate Development, and Employee agrees to accept such employment upon the terms and conditions hereinafter set forth herein, the Company hereby employs the Executive to act forth. Employee will perform such services for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally customarily associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may otherwise be assigned to Employee from time to time reasonably assign by the Company’s Chief Executive Officer or his designee. Employee will devote Employee’s full business time and attention to the Executive. (b) Executive recognizes that during the period business and affairs of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executiveperform Employee’s good faith efforts duties diligently and to promote and develop the business best of the Company and its subsidiaries (Employee’s ability, in compliance with the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time laws and regulations that apply to time. (c) Howeverthe Company’s business. Notwithstanding the foregoing, the parties agree that: (i) Executive may devote it will not be a reasonable amount violation of his time this Agreement for Employee to civic, community, or charitable activities and may serve as a director of other corporations any company whose products do not compete with those of the Company and to serve as director, trustee, officer, or consultant to a charitable of non-profit entity; provided that: (provided that a) such service does not adversely affect Employee’s compliance with his obligations under this Agreement, including but not limited to his devotion of full business time and attention to the business and affairs of the Company and his compliance with his Employee Non-Competition and Non-Solicitation Agreement and Employee Confidentiality and Inventions Agreement; and (b) Employee provides written notification of each such service to the Company. Subject to any such other corporation is not a competitor required approval, Employee will serve as Secretary of the Company’s Board of Directors during Employee’s employment hereunder. Employee’s service as Secretary of the Board will be without further compensation. Immediately upon termination of Employee’s employment with Company for any reason, Employee will resign any and all positions held by Employee whether as determined by an officer of the Board) and to other types of business Company or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, manager on the Board, so long or on the board of directors or managers of any subsidiary or affiliate of Company, or as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance a member of his duties to the Companyany committees thereof.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) HoweverNotwithstanding paragraph 2(b) above, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, community or charitable activities activities, and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the 1. The Company hereby employs and continues the employment of the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities employment for the duration of the Executive shall include such duties Term (as herein defined) and responsibilities appropriate to such office upon the terms and conditions hereafter provided, as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an chief executive officer of the Company. Recognizing As such chief executive, the Executive shall have the power and acknowledging that it authority set forth in Schedule "A" annexed, which is essential for an integral part of this Agreement. During the protection and enhancement Term the Executive shall continue to be designated as the Chairman of the brand name, reputation and business Board of the Company and the goodwill pertaining theretoBy-Laws of the Company shall continue to provide that the Chairman of the Board shall be the chief executive officer of the Company. The Executive currently serves as chairman of Electric Lightwave, Executive shall perform the Executive’s duties under this Agreement professionallyInc. (XXX), in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by a subsidiary of the Company and shall continue in that capacity for the industry from time to time. (c) Howeverduration of the Term, so long as XXX is controlled by the Company. Additionally, during the Term, the parties agree that: (i) Executive may devote a reasonable amount agrees to serve, if it is mutually determined to be appropriate or if the Executive desires to be so elected or appointed, for the period for which he is and from time-to-time shall be appointed or elected, as an officer of his time to civic, community, any subsidiary or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor affiliate of the Company, as determined by in addition to XXX. The Company shall not take any action to reduce the Board) scope of the Executive's authority, position, functions, duties and responsibilities from that which is in effect at the date hereof and/or which is contemplated hereby, unless he shall otherwise consent in writing. 2. The Executive is currently a member of the Board of Directors of the Company. The Company shall use its best efforts to other types cause the Executive to continue to be a member of business or public activities not expressly mentioned its Board of Directors throughout the Term, and shall include the Executive in this paragraph and (ii) Executive may participate management's slate for election as a non-employee director at every stockholders' meeting at which his term for director would otherwise expire and/or investor in other companies at all annual meetings of stockholders. The Company shall use its best efforts to cause the Executive to be a member of the Board of Directors of all subsidiaries of the Company throughout the Term. The Executive agrees to serve and projects continue to serve, if elected, as disclosed by Executive toa director and as a member of any committee of the Board of Directors of the Company and also agrees to serve, and approved byif elected, as a member of the Board of Directors of all subsidiaries of the Company. During the Term of the Agreement, the Board, so long Executive shall not receive a fee as Executive’s responsibilities with respect thereto do not conflict a director or interfere with as a member of any committee of directors of the faithful performance Company or any subsidiary of his duties to the Company.

Employment Duties. a. During the Employment Term (aas defined in Section 4 below), First Charter hereby employs Executive, and Executive hereby agrees to serve, as Executive Vice President of First Charter. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive's position as Executive Vice President of First Charter and will report directly to the Board of Directors (the "Board") Subject of First Charter unless the Board directs the Executive to report to the President and Chief Executive Officer of First Charter. Executive shall also perform the duties and exercise the powers and functions that from time to time may be assigned or vested in him by the Board and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter. Executive hereby accepts this employment upon the terms and conditions set forth hereinherein contained and, the Company hereby employs the Executive subject to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoSection 1.d., and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate agrees to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote substantially all of Executive’s his business time, attention and skills efforts to promote and further the performance business of Executive’s services as an executive First Charter and the Bank. b. Executive shall faithfully adhere to, execute and fulfill all lawful requests, instructions and policies made by the Board or its authorized agent(s). c. Between the date of this Agreement and the Commencement Date the Board of the Company. Recognizing Bank will take any and acknowledging that it is essential for the protection and enhancement all measures necessary to have Executive elected Chairman of the brand name, reputation and business Board of the Company Bank to take effect on or with a reasonable time following the Commencement Date, and Executive agrees to accept such election and to serve as the goodwill pertaining theretoChairman of the Board of the Bank. Executive shall serve as the Chairman of the Board of the Bank during the Employment Term (as defined in Section 4 below). In addition, the Board of the Bank will take any and all measures necessary to have Executive elected to serve as a member of the Board of First Charter during the Term of Agreement (as defined in Section 4 below). d. Except as specifically authorized in advance by the Board, Executive shall perform not, during the Executive’s duties under this Agreement professionallyEmployment Term (as defined in Section 4 below), be engaged as an employee or otherwise in accordance with any other business or commercial activity pursued for gain, profit or other pecuniary advantage, except for the applicable lawsmanagement of personal and family investments. The foregoing limitations also shall not be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 9 hereof, rules and regulations and such standardsprovided, policies and procedures established by however, that during the Company and the industry from time to time. Employment Term (c) Howeveras defined in Section 4 below), the parties agree that: (i) Executive may devote a reasonable amount not beneficially own the stock or options to acquire stock totaling more than 5% of his time to civic, communitythe outstanding shares of any corporation or entity, or charitable activities and may serve otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interests, whether as a director of other corporations (provided that stockholder, partner, proprietor, or otherwise, with any such other corporation is not a competitor of the Companyenterprise, as determined by the Board) and to other types of business or public activities not expressly mentioned division thereof, that is engaged in this paragraph and Competitive Activity (iias defined in Section 9 below) Executive may participate as a non-employee director with First Charter and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyBank.

Employment Duties. (a) Subject to During the terms and conditions set forth hereinTerm of this Agreement, as defined in Section 3.1, Employee will be employed by the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and serve as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Chief Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, Officer and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive President of the Company. Recognizing and acknowledging that it is essential for Employee shall report to the protection and enhancement Board of the brand name, reputation and business Directors of the Company (the "Board"), and have such general charge and control of the goodwill pertaining thereto, Company's business and affairs and shall have all powers and duties incident and customary to the offices of Chief Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules Officer and regulations President and such standards, policies other responsibilities and procedures established by authority as the Company and the industry Board may assign from time to time. 1.1 Employee shall perform all duties and exercise all authority in accordance with, and otherwise comply with, all Company policies, procedures, practices and directions. 1.2 Employee shall devote sufficient time and reasonable best efforts to successfully perform his duties and advance the Company's interests, including but not limited to participating in local civic engagements. During the Term (c) Howeveras herein defined in Section 3), the it is understood that Employee may render services to third parties agree that: (i) Executive which would not materially conflict with Employee's obligations hereunder, and for which Employee may devote a reasonable amount of his time receive compensation. Should Employee be appointed or elected to civic, community, or charitable activities and may serve as a director director, officer or member of other corporations (provided that any professional, charitable and civic organizations, Employee agrees to inform the Board upon the Employee being appointed or elected to any such director, officer, or membership position. Nothing in this Section 1.3 shall prohibit Employee from personally owning and trading in stocks, bonds, securities, real estate, commodities or other corporation is investment properties for Employee's own benefit, or the benefit of Employee's family, which do not a competitor create conflicts of interest with the Company. 1.3 The parties agree that Employee shall perform his duties primarily at the Company's principal office located at 000 Xxxxxxx Xxxxxx, Elephant Butte, New Mexico or at other such location as determined approved by the Board) . Employee agrees that any relocation approved by the Board will not be considered a modification of this Agreement and will not be subject to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanySection 8.2.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period in the capacity set forth on Schedule A heretoPeriod, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop be employed in the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”)affiliates. Executive shall serve as a corporate officer with the title Chairman of the Board and Chief Executive Officer. In the performance of his duties, Executive shall be subject to the direction of the Board of Directors of the Company (the "Board of Directors") and shall not be required to take direction from or report to any other person. Executive's duties and authority shall be commensurate with his title and position with the Company. (b) Executive agrees to his employment as described in this Section 2 and agrees to devote substantially all of Executive’s business time, attention his working time and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s his duties under this Agreement professionally, in accordance Agreement; provided that nothing herein shall be interpreted to preclude Executive from (i) participating with the applicable lawsprior written consent of the Board of Directors as an officer or director of, rules and regulations and such standardsor advisor to, policies and procedures established by any other entity or organization that is not a customer or material service provider to the Company and or a Competing Enterprise, as defined in Section 9, so long as such participation does not interfere with the industry from time performance of Executive's duties hereunder, whether or not such entity or organization is engaged in religious, charitable or other community or non-profit activities, or (ii) investing in any entity or organization which is not a customer or material service provider to timethe Company or a Competing Enterprise, so long as such investment does not interfere with the performance of Executive's duties hereunder. The Company consents to Executive's status as a "former partner" with a current financial interest in certain Midwest projects of Tramxxxx Xxxx Xxxidential. (c) HoweverIn performing his duties hereunder, Executive shall be available for reasonable travel as the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor needs of the Companybusiness require. Executive shall be based in Alexandria, as determined VA or otherwise in the greater Washington, D.C. metropolitan area. Breach by the Board) and to other types either party of business or public activities not expressly mentioned in any of its respective obligations under this paragraph and (ii) Executive may participate as Section 2 shall be deemed a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance material breach of his duties to the Companythat party's obligations hereunder.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties employment as President and responsibilities Chief Executive Officer of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and the Bank hereby employs Executive will use Executive’s good faith efforts and Executive hereby accepts such employment as President and Chief Executive Officer of the Bank, on the terms and subject to promote and develop the conditions hereinafter set forth. In such capacities, Executive shall perform such functions with respect to the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates affairs of the Company, the “Affiliates”)Bank, and the Subsidiaries (as defined below) consistent with his position, as the Board of the Company or the Bank shall determine from time to time; provided, however, that Executive shall not be required to perform his duties at the principal offices of the Bank if the Bank should move its principal offices during the Employment Term to a location in excess of thirty-five (35) miles from Evansville, Indiana. Executive shall travel at the expense of the Company or the Bank, as appropriate, to the extent necessary to perform his duties hereunder. Executive shall devote all of Executive’s his full business time, attention time and skills energies to the performance of Executive’s services as an executive of the Company. Recognizing business and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business affairs of the Company and the goodwill pertaining theretoBank and shall not accept other employment or perform any services for any other person, firm or corporation; provided, however. that Executive shall perform may devote reasonable amounts of time to activities having a charitable, educational or other public interest purpose if and to the extent such activities do not substantially interfere with Executive’s duties under this Agreement professionally's performance of his responsibilities hereunder. Executive shall, in accordance with upon reasonable notice, furnish such information and proper assistance to the applicable laws, rules Company and regulations and such standards, policies and procedures established its affiliates as reasonably may be required by the Company and or the industry from time to time. (c) HoweverBank in connection with any legal action involving the Company, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, communityBank, or charitable activities any of their affiliates. Executive agrees to use his best efforts, skills and may abilities to promote and protect the interests of the Company and all of its subsidiaries now or hereafter organized (the "Subsidiaries"), including the Bank, and to perform his duties hereunder. Executive agrees to serve as a director or officer of other corporations (provided that any such other corporation is not a competitor of the Company's subsidiaries or controlled affiliates requesting his services, and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as determined by the Board) and to its Board of Directors or other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companygoverning body shall request.

Employment Duties. (a) Subject to The Corporation hereby engages and employs Executive as the terms Chairman of the Board of Directors, Chief Executive Officer and conditions set forth herein, President of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCorporation, and the Executive hereby accepts such employment. The duties engagement and responsibilities employment as Chairman of the Board of Directors, Chief Executive shall include Officer and President of the Corporation, for the term of this Agreement as long as Executive desires to serve. It is expected that Executive will perform such duties and responsibilities appropriate to commensurate with such office and as are normally associated with and appropriate for such position titles and as the Company’s board Board of directors (Directors of the “Board”) may from time to time Corporation shall reasonably assign determine, and the employment duties of Executive will include reporting directly to the ExecutiveBoard of Directors of the Corporation for the full time high quality performance of directing, supervising and having responsibility for all aspects of the operations and general affairs of the Corporation as directed by the Board of Directors. Executive further agrees to serve without additional compensation as an officer or director of any subsidiaries of the Corporation upon request of the Board of Directors. (b) Executive recognizes that during the period shall devote substantially all of Executive’s employment hereunder, Executive owes an undivided duty of loyalty his professional time under this Agreement to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (Corporation. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Company’s subsidiaries from time to timeterm of this Agreement. Executive may not engage, together with directly or indirectly, in any other affiliates business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to the interest of the CompanyCorporation or any of its subsidiaries, or requires any significant portion of Executive's business time. The foregoing notwithstanding, the “Affiliates”)parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business and affairs of the Corporation or interfere with Executive's performance of his duties hereunder. Executive may not serve on the board of directors of any entity other than the Corporation during the Term (as hereinafter defined) without the written approval of the Board of Directors. Executive shall devote all be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of Executive’s business timedirectors. (c) The Corporation shall pay or reimburse reasonable travel, attention lodging, meal and skills to the performance of Executive’s services as an executive related incidental costs of the Company. Recognizing Executive when the Executive is requested to travel to or from the Corporation’s locations and acknowledging that it is essential while on business for the protection and enhancement of the brand nameCorporation, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance consistent with the applicable laws, rules and regulations and such standards, Corporation’s travel policies and procedures established by the Company and the industry in effect from time to time. (cd) HoweverThe Corporation shall provide a computer, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities cellular phone and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as office for Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) The Company shall employ the Executive as Co-Chairman and Director of Promotions for the "Employment Period" as defined in Section 3. The Executive shall also have the title of Founder. The Executive, in his capacity as Co-Chairman and Director of Promotions, shall have such duties, responsibilities and authority normally incident to such office, subject to the provisions of the Bylaws of the Company. Subject to the terms and conditions set forth hereinforegoing, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoprecise duties, responsibilities and the Executive hereby accepts such employment. The duties and responsibilities authority of the Executive may be expanded, limited or modified, from time to time, at the discretion of the Company. During the Employment Period, the Executive shall include render his business services solely in the performance of his duties hereunder. The Executive, during the term of his employment hereunder, shall devote such portion of his working time as is necessary to perform his duties hereunder and, during his performance of such duties, shall devote his full attention, knowledge and experience to such duties and responsibilities appropriate give his best effort, skill and abilities, exclusively to such office promote the business and as are normally associated with and appropriate for such position and as interests of the Company’s board . The Executive may not serve as an officer or director of, make investments in, or otherwise participate in, any other entity without the prior written consent of directors the Board of Directors; provided, that the foregoing shall not be deemed to prohibit the Executive from acquiring, directly or indirectly, solely as an investment, not more than one percent (1%) of any class of securities of or of the “Board”aggregate principal outstanding indebtedness of any entity that is registered under Section 12(b) may from time to time reasonably assign to or 12(g) of the Securities Exchange Act of 1934, as amended, including the regulations issued thereunder; provided further, that such investment would not prevent, directly or indirectly, the transaction of business by the Company with any state, district, territory or possession of the United States of America or any foreign country or any governmental subdivision, agency or instrumentality thereof by virtue of any statute, law, regulation or administrative practice; and provided further, that so long as it does not interfere with the Executive's employment, the Executive may (i) with the prior written consent of the Board of Directors, (which consent will not be unreasonably withheld), serve as a director in a noncompeting company, (ii) serve as an officer, director or otherwise participate in purely educational, welfare, social, religious and civic organizations, and (iii) manage personal and family investments. (b) The Executive recognizes that during the period of Executive’s employment hereundershall be employed at Denver, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of Colorado or such other place as the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timemutually agree. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the continues to employ Executive to act for the Company as its President and Chief Executive Officer during the Employment Period in the capacity set forth on Schedule A heretoPeriod, and the Executive hereby accepts such employment. The duties and responsibilities Executive will serve as the most senior executive officer of the Executive shall include such duties and responsibilities appropriate Company, reporting directly to such office and as are normally associated with and appropriate for such position and as the Company’s board Board of directors Directors of the Company (the “Board”) may from time to time reasonably assign ). Executive will have the normal duties, responsibilities, and authority implied by such position, subject to the Executive. power of the Board to expand such duties or limit such duties (b) Executive recognizes that during the period of subject to Executive’s employment hereunderrights as set forth in this Agreement). Executive agrees to perform his duties for the Company diligently, Executive owes an undivided duty of loyalty to the Companycompetently, and Executive will use in a good faith manner. Executive’s good faith efforts to promote and develop the business of principal work location will be in Las Vegas, Nevada or such other location as the Company and its subsidiaries (the Company’s subsidiaries Executive may agree in writing; provided that Executive will be permitted to work remotely from time to time, together so long as this remote work does not interfere with any other affiliates performance of his duties. During the CompanyEmployment Period, the “Affiliates”). Executive shall devote substantially all of Executive’s business time, attention best efforts and skills business judgment, skill and knowledge to the performance advancement of the Company’s interests and to the discharge of Executive’s services as an executive duties and responsibilities hereunder. Without the prior written approval of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining theretoBoard (which approval shall not be unreasonably withheld or delayed), Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may not serve as a director of other corporations (provided that any such other corporation is not a competitor member of the Company, as determined by the Board) and board of directors or board of advisors of any other for-profit company or for-profit organization. The Company consents to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with membership to his HOA board and his membership on the faithful performance of his duties to the CompanyGusmer Enterprises, Inc. advisory board .

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) Board may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all a sufficient amount of Executive’s business time, attention and skills to satisfactorily fulfill the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his Executive’s duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoExecutive, and the Executive hereby accepts such employment. The employment by the Company to perform the duties and responsibilities of President of The Lodge Keeper Group and Senior Vice President of Buckhead America Corporation as described on Exhibit A attached hereto and such other duties as may be assigned to the Executive by the Board of Directors and/or the President of Buckhead America Corporation. The Executive shall include such perform and discharge well and faithfully the duties and responsibilities appropriate which may be assigned to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may Executive from time to time reasonably assign to in connection with the Executiveconduct of the Business of the Company. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty In addition to the Companyduties and responsibilities specifically assigned to the Executive pursuant to Section 2(a) hereof, the Executive shall: (1) diligently follow and implement all management policies and decisions communicated to the Executive will use Executive’s good faith efforts by the Board of Directors and/or the President; (2) timely prepare and forward to promote and develop the business Board of Directors and/or the President of the Company or the designee all reports and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates accounts as my be requested of the Company, the “Affiliates”). Executive shall Executive; and (3) devote all of the Executive’s business 's time, attention energy and skills skill during regular business hour to the performance of Executive’s services as an executive the duties of the Company. Recognizing Executive's employment (reasonable vacations and acknowledging that it is essential for the protection reasonable absences due to illness excepted), and enhancement of the brand name, reputation faithfully and business of the Company and the goodwill pertaining thereto, Executive shall industriously perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeduties. (c) HoweverThe Executive shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the parties agree that: Executive from (i1) Executive may devote a reasonable amount of investing his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that personal assets in any such other corporation business which is not a competitor Competing Business, and will not require any services on the part of the Executive in its operation or affairs and in which his participation is solely that of an investor, (2) serving on the board of directors of any business which is not a Competing Business, (3) purchasing securities in any corporation whose securities are regularly traded on a public securities exchange provided that such purchase shall not result in the Executive collectively owning beneficially at any time five percent (5%) or more of the equity securities of any Competing Business, or (4) participating in conferences, preparing or publishing papers or books or teaching. Prior to commencing any activity described in clause (4) above, the Executive shall inform the Board of Directors and/or the President of the Company or the designee of any such activity. The company waives two provisions concerning the Executive's activities with Xxxxxx'x Coffee, Concepts in Lodging and Xxxxxxx Xxxxx. (d) The Executive shall not have the right to make contracts binding the Company, except to the extent consistent with standard written policies or programs of the Company and except as authorized by the Company through the Board of Directors of the Company or the designee. (e) All funds and property received by the Executive on behalf of the Company shall be received and held by the Executive in trust for the Company, and the Executive shall account for and remit all such funds to the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyapplicable.

Employment Duties. For the Term (a) Subject to the terms and conditions set forth hereinas described below), the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoExecutive, and the Executive hereby accepts employment with the Company, to render service as Executive Vice President and Chief Financial Officer of the Company and the other respective members of the Village Farms Group, with such employment. The powers, duties and responsibilities customary to the positions of Executive Vice President and Chief Financial Officer as from time to time may be assigned by the Chief Executive Officer of the Company (the “CEO”) consistent with such positions. In addition, the Executive shall include such duties and responsibilities appropriate be required to such office and serve as are normally associated with and appropriate for such position and as a member of the Company’s board of directors of the Company (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder), Executive owes an undivided duty of loyalty to the Company, if nominated and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (appointed by the Company’s subsidiaries from stockholders and any other boards of directors or governing bodies of the Village Farms Group and other affiliates. The Executive agrees to devote substantially all of his business time to time, together with any other affiliates the business affairs of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services Village Farms Group as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established directed by the Company Chief Executive Officer and/or the Board and to perform all duties and fulfill all responsibilities incident to his employ ment in a manner reasonably expected of senior executives in similar posi tions, except the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount portion of his business time to civicprojects and businesses outside the Village Farms Group, communityprovided each such project and/or business has been approved in writing by the CEO or the Board. The foregoing shall not be construed to prohibit the Executive from sitting on boards of directors of companies that are not engaged in a Competitive Business (as defined below), or engaging in charitable activities and may serve as a director satisfying military obligations. The Executive’s services under this Agreement shall be performed primarily at the Company’s principal executive office in Lake Mary, Florida, subject to reasonably necessary travel requirements of other corporations (provided that any such other corporation is not a competitor his position and duties hereunder. The Executive shall be responsible for each facet of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to’s financial operations, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties Executive will report directly to the CompanyChief Executive Officer of the Village Farms Group.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs the Executive to act for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company during as Chief Operating Officer and President, or in such other executive position as may be mutually agreed upon by the Employment Period Company and the Executive, and to perform such other duties consistent with such positions as may be assigned to the Executive by the Board of Directors of the Company. The Executive shall have the general powers and duties of supervision and management of the operations of the Company and such other powers and duties as are typically vested in the capacity set forth on Schedule A hereto, offices of Chief Operating Officer and the Executive hereby accepts President of a corporation and shall have such employment. The other additional duties and responsibilities of the Executive shall include consistent with such duties and responsibilities appropriate to such office and positions as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign be assigned by the Board of Directors of the Company. In such capacity, Executive shall have full authority over the day to day operation of the Company, subject only to the oversight of the Chief Executive Officer and the Board of Directors. The Company agrees that at all times during the Term, the Executive shall have complete authority for the day to day operations of the Company and, without the prior written consent of the Executive, it shall not employ or engage anyone, other than a Chief Executive Officer, approved by the Executive in writing in his sole discretion, with any title or any duties, functions or responsibilities which are equal or superior to the Executive. (b) 's title, duties, functions or responsibilities. For the purposes of this Section 1.1, the Executive recognizes that during approves Xxxxx X. Xxxxxxxxx as Chief Executive Officer. In addition, unless otherwise agreed in writing by the period Executive, the Executive shall be on the Board of Executive’s employment hereunder, Directors of each subsidiary of the Company. The Company shall take all action necessary to nominate the Executive owes an undivided duty of loyalty for election to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business Board of Directors of the Company and shall use its subsidiaries best efforts to have the Executive elected to the Board of Directors. If so elected, the Executive shall be entitled to be a member of the Executive Committee thereof and, to the extent permitted by applicable law, including Section 16 of the Securities Exchange Act of 1934, as amended (the Company’s subsidiaries from time to timeExchange Act"), together with and the rules of any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business national securities exchange on which securities of the Company and the goodwill pertaining theretoare quoted or listed, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of each other corporations (provided that any such other corporation is not a competitor committee of the Company, as determined by the Board) and to other types Board of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyDirectors.

Employment Duties. (a) Subject to the terms and conditions provisions set forth hereinelsewhere in this Agreement, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, as its President and the Executive hereby accepts Chief Operating Officer (or such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities other title as is appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign as is determined by the Chief Executive Officer), with such responsibilities and authority as shall be assigned to him from time to time by the Executive. (b) Chief Executive recognizes that during the period Officer of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, provided that after a Change of Control, the Executive's position, authority, duties and responsibilities shall be at least commensurate with those held, exercised and assigned during the 120-day period immediately preceding the Change of Control. Initially, the Executive's duties shall include duties as directed by the Chief Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries Officer from time to time, together with any other affiliates including those listed on Exhibit A. The Executive's principal place of employment shall be at the Company's main headquarters, in Gaithersburg, Maryland, subject to such travel as may be required by his employment. The Executive hereby agrees to remain in the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business employ of the Company subject to the terms and conditions of this Agreement, for the goodwill pertaining thereto, Executive shall perform the Executive’s duties under Term of this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Boarddefined below) and to other types of business or public activities not expressly mentioned in this paragraph perform his duties faithfully, loyally and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to report to, and approved byfollow the reasonable directions of, the BoardChief Executive Officer to the extent not inconsistent with the Executive's position. During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his best efforts to perform faithfully and efficiently such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as Executive’s responsibilities with respect thereto such activities do not conflict or interfere with the faithful performance of his duties the Executive's responsibilities as an employee of the Company in accordance with this Agreement. The Executive represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the CompanyCompany during the term hereof, and that he has not made and will not make any commitment, agreement or arrangement, or do any act, in conflict with this Agreement and that entering into this Agreement will not be in violation of any other agreement.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs and continues the employment of the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment, for the duration of the Term (as herein defined) and upon the terms and conditions hereafter provided, as chief executive officer of the Company. The duties and responsibilities of As such chief executive, the Executive shall include such duties be in charge of and responsibilities appropriate to such office have final authority and as are normally associated with responsibility for all phases of the activities, operations and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (subsidiaries, subject only to such authority and responsibility which under applicable law cannot be delegated and which may only be exercised by the Company’s subsidiaries from time to time, together with any other affiliates Board of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive Directors of the Company. Recognizing and acknowledging that it is essential for The Executive shall be the protection and enhancement most senior officer of the brand nameCompany and report directly to the Board of Directors, reputation and business no officer of the Company shall have authority and responsibility greater than or senior to the Executive. All officers, employees and other personnel shall report directly or indirectly to the Executive. The Executive shall work with the Board of Directors in the formulation of a management succession program for future years. (b) The Executive presently acts as Chairman of the Board of the Company. During the Term (as herein defined) the Executive shall continue to be designated as the Chairman of the Board of the Company and the goodwill pertaining theretoBy-Laws of the Company shall continue to provide that the Chairman of the Board shall be the chief executive officer of the Company. Additionally, during the Term, the Executive agrees to serve, if it is mutually determined to be appropriate or if the Executive desires to be so elected or appointed, and for the period for which he is and from time-to-time shall perform be appointed or elected, as an officer of any subsidiary or affiliate of the Company. The Company shall not take any action to reduce the scope of the Executive’s 's authority, position, functions, duties under this Agreement professionallyand responsibilities from that which is in effect at the date hereof and/or which is contemplated hereby, unless he shall otherwise consent in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timewriting. (c) HoweverThe Executive is currently a member of the Board of Directors of the Company. The Company shall use its best efforts to cause the Executive to continue to be a member of its Board of Directors throughout the Term, and shall include the Executive in management's slate for election as a director at every stockholders' meeting at which his term for director would otherwise expire and/or at the annual meeting of stockholders. The Company shall use its best efforts to cause the Executive to be a member of the Board of Directors of all subsidiaries of the Company throughout the Term (as herein defined). If elected to such, the parties agree that: (i) Executive may devote a reasonable amount of his time agrees to civic, community, or charitable activities serve and may continue to serve as a director and as a member of other corporations (provided that any such other corporation is not committee of the Board of Directors of the Company and also agrees to serve, if elected, as a competitor member of the Board of Directors of all subsidiaries of the Company, as determined by with the Board) understanding and to other types of business or public activities not expressly mentioned in this paragraph and (ii) agreement that the Executive may participate resign from any such position at any time. During the Term of the Agreement, the Executive shall not receive a fee as a non-employee director and/or investor in other companies and projects or as disclosed by Executive to, and approved by, a member of any committee of directors of the Board, so long as Executive’s responsibilities with respect thereto do not conflict Company or interfere with the faithful performance any subsidiary of his duties to the Company.

Employment Duties. (a) Subject During the Employment Period, Executive shall serve as Chief Operating Officer and Chief Financial Officer of the Company. In such position, Executive shall have such duties, responsibilities and authority as is customarily assigned to individuals serving in such position, and such other duties, responsibilities and authority consistent with Executive’s position as the terms and conditions set forth herein, Chief Executive Officer of the Company hereby employs (the Executive “Supervising Authority”) specifies from time to act for time, in each case, which shall be reasonably commensurate with the Company during the Employment Period in the capacity set forth on Schedule A heretoduties, responsibilities and the Executive hereby accepts such employment. The duties authority of a chief operating officer and responsibilities chief financial officer of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as entities of the Company’s board size and nature within the United States. In addition, Executive hereby consents to serve as an officer and/or director of directors (any subsidiary of the “Company without any additional salary or compensation, if so requested by the Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of shall be employed by the Company and its subsidiaries on a full-time basis (the Company’s subsidiaries from time to timei.e., together with any other affiliates of the Company, the “Affiliates”40 hours per work week). Executive shall devote all of Executive’s skill and knowledge and substantially all of Executive’s business time, attention and skills energies to the conscientious performance of Executive’s services as an executive all of the Companylawful duties, responsibilities and authority that may be assigned to Executive hereunder, except for vacation time and absence for sickness and similar disability. Recognizing Nothing contained in this Agreement shall preclude Executive from devoting time to personal and acknowledging family investments, or as a director of any not-for-profit company, or from participating in industry associations; provided, that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the such activities or services do not (i) materially interfere with Executive’s duties under this hereunder; or (ii) materially violate the terms of Section 6 hereof or the Proprietary Information Agreement professionallyreferred to in Section 7 hereof. Executive agrees that he will not join any boards of for-profit companies without the prior approval of the Board, such approval not to be unreasonably withheld. Executive’s primary place of employment shall be the Company’s facility in accordance with Los Angeles, California, or such other location within the applicable lawsLos Angeles, rules and regulations and such standards, policies and procedures established California metropolitan area as may be designated by the Company and Supervising Officer or the industry Board from time to time. (c) However, . Executive shall also render services at such other places within or outside the parties agree that: (i) Executive United States as the Supervising Authority or the Board may devote a reasonable amount of his reasonably direct from time to civic, community, or charitable activities time. Executive shall be subject to and may serve as a director of other corporations comply with the written policies and procedures generally applicable (provided that any such other corporation is not a competitor and provided) to senior executives of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties Company to the Companyextent such policies and procedures are not inconsistent with any term of this Agreement (including any negatively implied term.

Employment Duties. (a) Subject to the terms The Corporation engages and conditions set forth herein, the Company hereby employs the Executive to act for Employee, and the Company during Employee hereby accepts engagement and employment, as the Vice President of Business Development of the Corporation. During the Employment Period in (as hereinafter defined), the capacity set forth on Schedule A hereto, Employee shall have responsibility for the business development and the Executive hereby accepts such employment. The duties and responsibilities scientific affairs of the Executive shall include Corporation and performing such duties other services and responsibilities appropriate to such duties, consistent with the office and of Vice President of Business Development, as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) he may from time to time be reasonably assign requested to perform by the President and/or Board of Directors of the Corporation (the "Board"). In performing his duties hereunder, the Employee shall report directly to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business President of the Company Corporation. If requested by the Corporation and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Companyduly elected or appointed, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may Employee will also serve as a director of other corporations (provided the Corporation without additional compensation. b) The Employee shall be located within a reasonable distance from Boulder, Colorado so as to be able to perform his duties hereunder from the Corporation's executive offices which will be located in Boulder, Colorado; provided, however, that any such other corporation is not a competitor the Employee acknowledges and agrees that the performance by the Employee of this duties hereunder may require significant domestic and international travel by the Employee. c) During the Employment Period, the Employee shall devote his full time and best efforts to the business and affairs of the CompanyCorporation. Notwithstanding the foregoing, as determined by the Board) Employee shall be permitted to serve on the board of directors of commercial and charitable organization and to other types make investments which are not related to the business and affairs of business or public activities not expressly mentioned in this paragraph and (ii) Executive the Corporation for which he may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Boardreceive compensation, so long as Executive’s responsibilities with respect thereto such activities or investments do not conflict or interfere with the faithful performance of his the Employee's duties and obligations hereunder. Employee and the Board of Directors will periodically review such outside commitments to insure that such commitments do not interfere with the Employee's duties with the Company.

Employment Duties. During the Employment Period (as hereinafter defined): (a) Subject to The Company will employ Employee and Employee will perform services as the terms Company's Vice-President - Corporate Retail. Employee will have general responsibility for the management, oversight and conditions set forth hereindirection of the Retail Business of the Company, under the direction, supervision and oversight of, and reporting directly to, the Company hereby employs President and Chief Executive Officer of the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoCompany. In addition, and the Executive hereby accepts Employee will have such employment. The other duties and responsibilities as the Board of Directors or the President of the Executive shall include Company reasonably assigns to Employee from time to time, provided such other duties and responsibilities appropriate to such office and are consistent with Employee's position as are normally associated with and appropriate for such position and as a senior member of the Company’s board 's management. In the performance of directors his duties hereunder Employee will not be required to travel outside of the metropolitan Milwaukee area (consisting of the “Board”Wisconsin counties of Milwaukee, Ozaukee, Washington, Waukesha, Racine and Kenosha) may from time to time reasonably assign to the Executivefor a total of more than sixty days in any one-year period. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty Employee will perform his services hereunder faithfully and to the Companybest of his abilities, and Executive will use Executive’s good faith devote his best efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s his business time, attention and skills skill to the performance of Executive’s services as an executive business and affairs of the Company. Recognizing and acknowledging that it If Employee is essential for the protection and enhancement of the brand name, reputation and business elected as an officer and/or director of the Company or any of its subsidiaries or affiliates, or performs services for any subsidiary or affiliate of the Company, during the term of this Agreement, Employee will serve in such additional capacities and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeadditional services without further compensation. (c) HoweverEmployee will not act in any manner, which, directly or indirectly, could damage the parties agree that: (i) Executive may devote a reasonable amount Company's business or adversely affect the good will, reputation or business relationships of his the Company with the public generally or with any of its employees, customers, suppliers or other persons having dealings with it. Employee will conduct himself at all times in accordance with the Company's code of business conduct and ethics and all other policies in effect from time to civic, community, time governing the conduct of the Company's employees or charitable activities and may serve officers. (d) Nothing contained herein shall preclude Employee from serving as a director or member of other corporations (a committee of, or as a consultant to, any business organization which does not conflict with the Company or its business, and from engaging in charitable and community activities, provided that any such other corporation is not a competitor of the Company, as determined by the Board) services and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or materially interfere with the faithful regular performance of his duties to and responsibilities under this Agreement, and provided further that the CompanyCompany is notified in writing in advance of all such services and activities.

Employment Duties. (a) Subject The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2. (b) The Employee hereby agrees to devote her full time and best efforts in such capacities as are set forth on Annex 2 on the terms and conditions set forth herein. Notwithstanding the foregoing, the Company hereby employs Employee may engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, provided the Executive to act for Employee complies with the Company during the Employment Period in the capacity set forth on Schedule A heretoEmployee Non-competition, Non-solicitation, Confidential Information and the Executive hereby accepts such employment. The duties Work Product Agreement effective as of March 8, 2013 and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and attached hereto as are normally associated with and appropriate for such position and as the Company’s board of directors Annex 3 (the “BoardEmployee Obligations Agreement”) may from time and such other activities do not interfere with or prohibit the performance of the Employee’s duties under this Agreement, or conflict in any material way with the business of the Company or of its subsidiaries and affiliates. The provisions of the Employee Obligations Agreement between the Company and the Employee that was in effect prior to time reasonably assign March 8, 2013 (the “Prior Employee Obligations Agreement”) will continue in full force and effect with respect to all matters arising with respect to periods through March 7, 2013. The Employee Obligations Agreement will be effective as of March 8, 2013 and will be in full force and effect on and after such date. The Company hereby agrees that the Executive. continuation of the Employee’s status as an independent director of Vancl Corporation, China Distance Education Holdings Limited and Minsheng Financial & Leasing Co., Ltd and of her status as a director of Spreadtrum Communications, a semiconductor company focused on China’s 3G standard TD-SCDMA, will not be deemed to be a violation of this clause, provided that (bi) Executive recognizes the businesses of such companies do not subsequently change such that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop they are in competition with the business of the Company and its subsidiaries (ii) the Employee’s obligations to such companies do not conflict with her obligations to the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, The Employee will use best efforts during the parties agree that: (i) Executive may devote a reasonable amount of his time Term to civic, community, or charitable activities and may serve as a director of other corporations (provided ensure that any such other corporation is not a competitor of the Company, as determined by the Board) ’s business and to other types those of business or public activities not expressly mentioned its subsidiaries and affiliates are conducted in this paragraph accordance with all applicable laws and (ii) Executive may participate as a non-employee director and/or investor regulations of all jurisdictions in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companywhich such businesses are conducted.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the CompanyCompany [except as set forth in Schedule A]. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, formal election by the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities Board of Directors of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors Corporation (the “Board”) may in the exercise of its judgment, the Corporation does hereby continue to employ the Executive, and the Executive does hereby continue employment by the Corporation, as Chief Executive Officer (“CEO”) and Chairman of the Board of the Corporation (“Chairman”). As an executive officer of the Corporation, the Executive will perform his duties and discharge his responsibilities in accordance with the by-laws of the Corporation and as the Board from time to time reasonably assign directs, recognizing the nature and scope of the Executive’s employment. Subject to yearly election by the Board, it is contemplated that the Executive will continue to be elected to the position of Chairman during the term of this Agreement. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability. The Executive agrees to continue to devote his full business time and attention to the supervision and conduct of the business and affairs of the Corporation through December 31, 2006. From January 1, 2007 to the end of the term of this Agreement, assuming the Executive continues to be elected to serve on the Board by the shareholders, the Executive agrees to devote approximately one-half of his business time and attention to the duties of the Chairman. The Corporation acknowledges the critical importance of the Executive. (b) ’s experience and long-standing relationships in the industry. A key element of the Executive’s role as Chairman will be to provide active assistance in the identification, completion and successful integration of acquisitions. At all times during the term of this Agreement, the Executive recognizes will faithfully and to the best of his ability promote the interests of the Corporation. The Executive and the Corporation agree that the Executive’s engagement in any outside business concerns or activities both during the term of this Agreement and for a period of two years following the end of the term will be governed by Section 8 of this Agreement. In addition, the Corporation hereby acknowledges that, throughout the term of the Agreement, the Executive may continue to serve on any Boards of Directors on which he currently serves, and that his participation on Boards of Directors of other companies and organizations will not be limited during the period that the Executive is serving as Chairman only, except that he agrees not to serve concurrently on more than three Boards of Executive’s employment hereunder, Executive owes an undivided duty Directors of loyalty to publicly held companies during the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to timeperiod. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. During the Employment Period (a) Subject as defined below), the Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (“Board of Directors”). The Executive shall be based at the Company’s principal place of business in the greater Boston, Massachusetts metropolitan area, or such place or places in the continental United States as the Board of Directors shall determine. The Executive shall report to, and be subject to the terms and conditions set forth hereingeneral supervision of, the Company hereby employs Board of Directors. The Executive agrees to devote substantially all of his business time, attention and energies to the Executive to act for business and interests of the Company during the Employment Period in the capacity set forth on Schedule A heretoPeriod; provided, and however, that the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate may be permitted to such office and as are normally associated with and appropriate for such position and as the Company’s board engage in other activities, including membership on boards of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunderother businesses or non-for-profit organizations, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together so long as such activities do not materially interfere with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionallyand have been disclosed to and approved in advance by the Board of Directors. The Executive’s service as a member on the board of directors of Blend Therapeutics, in accordance Inc. and Wellesley Youth Hockey shall be deemed to have been disclosed and approved by the Board of Directors. The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed to the Executive. Further, during the Employment Period, subject to the requirements of applicable lawslaw (including, without limitation, 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 at which the class of directors of which the Executive is a part is subject to election or re-election, as applicable, the election or re-election, as applicable, of the Executive as a member of the Board of Directors and regulations and such standardsthe Executive shall so serve if elected or re-elected; provided, policies and procedures established however, that if the 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 industry from time to timeExecutive. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Company Corporation hereby employs agrees to employ the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoExecutive, and the Executive hereby accepts such employment. The employment as [President] [Chief Operating Officer] [General Counsel] [ Chief Financial Officer] [Vice President] of the Corporation, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the [President] [Chief Operating Officer] [General Counsel] [ Chief Financial Officer] [Vice President] of the Corporation, and subject also at all times to the control of the Board of Directors. The Executive shall include such will perform those duties and discharge those responsibilities appropriate to such office and as are normally associated commensurate with and appropriate for such position his position, and as the Company’s board Board of directors (the “Board”) Directors may from time to time reasonably assign direct that are commensurate with his position. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of Directors of the Corporation. To the extent the Executive performs services for any affiliate or subsidiary of the Corporation, the Executive shall be entitled to compensation for such services in amounts approved by the Board of Directors. With the prior consent of the Board of Directors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities; provided, however, that the Executive may, without the consent of the Board of Directors, become a trustee of any trust established by the Executive for estate planning purposes. The Executive may be involved in charitable, civic and religious organizations so long as they do not materially interfere with the performance of the Executive's duties hereunder. The Executive shall be entitled to make and manage personal investments, provided such investments and any activities undertaken in connection therewith do not violate any restrictive covenants in Sections 12 or 13 of this Agreement. (b) The Executive recognizes that during agrees and acknowledges that, in connection with his employment relationship with the period of Executive’s employment hereunderCorporation, Executive owes an undivided duty of loyalty fiduciary duties to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company Corporation and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention shareholders and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, will act in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by standards set forth in the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount Code of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor Conduct of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere Corporation. In keeping with the faithful performance of his Executive's fiduciary duties to the CompanyCorporation, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery of a conflict, allow the conflict to continue, in each case, the Corporation's Code of Conduct provides. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Executive may, without the need of consent from the Board of Directors of the Corporation, continue to serve and perform his fiduciary duties as an officer of Rxx Energy II, LLC, Rxx Energy II Limited Partnership, Rxx Energy II Alpha Limited Partnership, Rexguard LLC or Sxxxxx & Hxxxxxx Capital Partners Limited Partnership.

Employment Duties. During the Term (a) Subject to the terms and conditions set forth hereinas defined below), the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and serve as the Company’s board Chief Executive Officer and shall serve as a member of directors the Board of Directors of the Company (the “Board”) may from time ). The Company shall take all actions necessary to time reasonably assign appoint the Executive to the Executive. Board by no later than sixty (b60) days following the Effective Date. The Executive recognizes that shall also serve on request during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business all or any portion of the Company and its subsidiaries (Term as an officer, director, and/or manager of any of the Company’s subsidiaries from time or affiliates as the Board may deem appropriate, without any additional compensation therefor, and the Executive acknowledges and agrees that the Executive’s compensation and benefits under this Agreement, as applicable, may be paid to time, together with any other affiliates the Executive by a subsidiary or affiliate of the CompanyCompany (including, without limitation, Advantage Sales & Marketing LLC). During the Term, the “Affiliates”). Executive shall will use the Executive’s best efforts to advance the business interests of, and devote substantially all of Executive’s business working time, attention attention, and skills efforts to the business and affairs of the Company (which shall include service to its affiliates). The Executive may engage in appropriate civic, charitable, or religious activities of the Executive’s own choosing; provided that such activities do not materially interfere with Executive’s performance of Executive’s services as an executive of duties and responsibilities hereunder (including the Restrictive Covenants) and are not otherwise contrary to the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionallyinterests, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, each case as determined by the Board) and Board in its reasonable good faith business judgment. Notwithstanding anything to other types of business or public activities not expressly mentioned the contrary in this paragraph and (ii) Executive may participate Agreement, except as a non-employee director and/or investor provided in other companies and projects as disclosed by Executive toExhibit A, and approved byattached hereto, the BoardExecutive will not engage in any other business activities, so long as Executive’s responsibilities with respect thereto do including serving on outside boards US-DOCS\138465731.17 or committees (whether or not conflict or interfere with the faithful performance Executive receives any compensation therefor) without the prior written consent of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. 4.1 The duties and responsibilities of the Executive shall include perform such duties and responsibilities appropriate to exercise such office and powers as are normally associated with or incidental and appropriate for such ancillary to the Executive’s position and as may be assigned to the Executive from time to time. In fulfilling his/her duties to the Company’s board , the Executive shall be instructed by and shall regularly report to the Chief Executive Officer of directors Cronos Group (the “BoardCEO”) ). The Executive’s duties, hours of work, location of employment and reporting relationships may be adjusted from time to time by the Company to meet changing business and operational needs. Without limiting the foregoing, the Executive shall: (a) devote his full working time and attention during normal business hours and such other times as may be reasonably assign required to the Executive.business and affairs of the Company and shall not, without the prior written consent of the CEO, undertake any other business or occupation or public office; (b) perform those duties that may be assigned to the Executive recognizes that during diligently, honestly, and faithfully to the period best of the Executive’s employment hereunder, Executive owes an undivided duty ability and in the best interest of loyalty to the Company; (c) abide by all Company policies, as instituted and Executive will amended from time to time including but not limited to, the Cronos Group Employee Handbook; (d) use Executive’s good faith best efforts to promote the interests and develop the business goodwill of the Company and its subsidiaries (not knowingly do, or permit to be done, anything which may be prejudicial to the Company’s subsidiaries from time to timeinterests, together with any other affiliates of it being understood and agreed that the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business a fiduciary of the Company and owes fiduciary obligations to the goodwill pertaining thereto, Executive shall perform Company that are not extinguished by this Agreement; and (e) identify and immediately report to the Executive’s duties under this Agreement professionally, in accordance with CEO any gross misrepresentations or violations of the Cronos Group Employee Handbook or applicable laws, rules and regulations and such standards, policies and procedures established law by the Company and or its management. 4.2 Prior to the industry from time assignment of this Agreement to time.Cronos USA pursuant to Section 8.9 below, the Executive shall not, while working in the United States or in any country outside of Canada: (a) conduct any negotiations on behalf of the Company; (b) modify of accept contracts on behalf of the Company; (c) However, bind the parties agree that: Company to any contract with any third party; or (id) Executive may devote a reasonable amount conduct any business in the name of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor on behalf of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during During the Employment Period in the capacity set forth on Schedule A heretoPeriod, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop be employed in the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”)affiliates. Executive shall serve as a corporate officer of the Company with the title of Executive Chairman of the Board. In the performance of his duties, Executive shall be subject to the direction of the Board of Directors of the Company (the "Board of Directors") and shall not be required to take direction from or report to any other person. Executive shall be appointed to the Board of Directors of the Company effective as of the Effective Date (or otherwise continue on the Board of Directors). Executive's duties and authority under this Agreement are set forth on Exhibit 1 to this Agreement. (b) Executive agrees to his employment as described in this Section 2 and agrees to devote substantially all of Executive’s business time, attention his working time and skills efforts to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s his duties under this Agreement professionally, in accordance Agreement; provided that nothing herein shall be interpreted to preclude Executive from (i) participating with the applicable lawsprior written consent of the Board of Directors as an officer or director of, rules and regulations and such standardsor advisor to, policies and procedures established by any other entity or organization that is not a customer or material service provider to the Company or a Competing Enterprise, as defined in Section 8, so long as such participation does not interfere with the performance of Executive's duties hereunder, whether or not such entity or organization is engaged in religious, charitable or other community or non-profit activities, (ii) investing in any entity or organization which is not a customer or material service provider to the Company or a Competing Enterprise, so long as such investment does not interfere with the performance of Executive's duties hereunder, or (iii) delivering lectures or fulfilling speaking engagements so long as such lectures or engagements do not interfere with the performance of Executive's duties hereunder. The Company consents to Executive's status as a director and stockholder of Greenbriar Homes Company and certain of its affiliates and as the industry from time owner of certain apartments in the San Francisco Bay area previously disclosed to timethe Board of Directors, and neither of such activities shall be treated as a Competing Enterprise. (c) HoweverIn performing his duties hereunder, Executive shall be available for reasonable travel as the parties agree that: (i) needs of the business require. Executive may devote a reasonable amount of his time to civicshall be based in San Jose, communityCalifornia, or charitable activities and may serve as otherwise in the greater San Francisco Bay area. (d) Breach by either party of any of its respective obligations under this Section 2 shall be deemed a director material breach of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyparty's obligations hereunder.

Employment Duties. (a) Subject Executive agrees to employment with the Company under the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employmentof this Agreement. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and serve as the Company’s board Executive Vice President of directors Corporate Affairs, as well as in such other positions or capacities as may be reasonably requested by the Chief Executive Officer of the Company (the “BoardCEO”), including, without limitation, serving as an officer of, or member of any committee of, the Company and its Parent, subsidiaries, affiliates or divisions (collectively, the “Related Companies”) may as requested by the Company and shall have such powers, duties and responsibilities as are provided from time to time reasonably assign or that may be assigned by the CEO consistent with such position(s). The Executive agrees to (a) devote substantially all of Executive’s business time to the Executive. business affairs of the Company and the Related Companies as directed by the Company, (b) Executive recognizes that during perform all duties and fulfill all responsibilities incident to Executive’s employment in a manner reasonably expected of management in similar positions, (c) comply with the period Company’s policies and procedures in place from time to time, and (d) serve the Company faithfully and to the best of Executive’s employment ability. The Executive’s services under this Agreement shall be performed primarily in New York, subject to necessary travel requirements approximately 30% and duties hereunder. The foregoing shall not be construed to prohibit the Executive from (i) sitting on boards of directors of companies that are not engaged in a Competitive Business (as defined in Section 5 below) or engaging in charitable activities, provided that such board membership and/or charitable activities do not inhibit, conflict with or prohibit the performance of the Executive’s duties hereunder or inhibit or conflict with the business of the Company or any of the Related Companies, and (ii) satisfying military obligations. b) Executive owes an undivided acknowledges that Executive has a duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). that Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s must discharge duties under this Agreement professionallyin good faith. Executive, in accordance with the applicable lawsaccordingly, rules and regulations and such standards, policies and procedures established by the Company and the industry from time agrees to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as perform Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyobligations herein loyally and in good faith.

Employment Duties. (a) Subject to During the terms Term, Employee shall serve as Chief Executive Officer of the Company. In addition, effective as of the first day of the Term, Employee shall be appointed as a member and conditions set forth herein, Chairman of the Board of Directors of the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may ). Excluding any periods of paid time-off or approved sick leave to which Employee is entitled, Employee shall devote such portion of his working time, energy and attention to the extent necessary to perform his duties and responsibilities as Chief Executive Officer hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Company. In connection with Employee’s role as Chief Executive Officer, Employee shall perform such duties as are customarily performed by an individual in Employee’s position at a public company and as assigned from time to time reasonably assign by the Board, and Employee shall report directly to the Executive. (b) Executive recognizes that during Board. Employee shall not be restricted from performing services or activities for another company, business or organization so long as any such services or activities do not unreasonably interfere with the period performance of Executive’s employment hereunder, Executive owes an undivided duty of loyalty his duties and responsibilities to the Company, Company and Executive will use Executive’s good faith efforts to promote and develop do not compete with the business of the Company Company, subject to the following sentence. Nothing in this Agreement shall prevent the Employee from (a) managing his personal investments, (b) participating in civic and its subsidiaries professional affairs and organizations and conferences, (the Companyc) performing services or activities for non-profit organizations and/or business associations, (d) performing non-competitive services or activities that do not require a material amount of Employee’s subsidiaries from time to working time, together energy and attention, or (e) continuing to perform services in connection with his role as an officer, director or principal of any other affiliates entity or non-profit organization as of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills date hereof to the performance of Executive’s services as an executive of extent disclosed to the Company. Recognizing and acknowledging The Company agrees that it is essential the activities described in the prior sentence are permitted for purposes of this Section 2. For any other outside activities, Employee shall receive written permission from the protection and enhancement of the brand nameBoard prior to performing such services or activities, reputation and business of the Company and the goodwill pertaining thereto, Executive which shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, be unreasonably withheld as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companygood faith.

Employment Duties. (a) Subject The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2. (b) It’s agreed that the Employee’s first day of employment by the Company shall be October 8, 2007 (the “Start Date”), The Employee hereby agrees to devote his full time and best efforts in such capacities as are set forth on Annex 2 on the terms and conditions set forth herein. Notwithstanding the foregoing, the Company hereby employs Employee may engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, provided that that the Executive to act for Employee complies with the Employee Non-competition, Non-solicitation, Confidential Information and Work Product Agreement attached hereto as Annex 3 (the “Employee Obligations Agreement”) and such other activities do not interfere with or prohibit the performance of the Employee’s duties under this Agreement, or conflict in any material way with the business of the Company during the Employment Period in the capacity set forth on Schedule A hereto, or of its subsidiaries and the Executive hereby accepts such employmentaffiliates. The duties Employee will be allowed to hold a board of director position with another entity if it has been disclosed to and responsibilities approved by the Board of Directors of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors Company (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, The Employee will use best efforts during the parties agree that: (i) Executive may devote a reasonable amount term of his time this Agreement to civic, community, or charitable activities and may serve as a director of other corporations (provided ensure that any such other corporation is not a competitor of the Company, as determined by the Board’s business and those of its subsidiaries and affiliates are conducted in accordance with all applicable laws and regulations of all jurisdictions in which such businesses are conducted. (d) The Employee hereby agrees that he will execute and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties deliver to the CompanyCompany an Employee Non-competition, Non-solicitation, Confidential Information and Work Product Agreement by and between the Employee and eLongNet Information Technology (Beijing) Co. Ltd. which will be in the form attached hereto as Annex 4 (the “Chinese Obligations Agreement”) but which will be translated into Chinese and executed after the date hereof.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. 3.1 The duties and responsibilities of the Executive shall include perform such duties and responsibilities appropriate to exercise such office and powers as are normally associated with and appropriate for such the Executive’s position and as may be assigned to the Company’s board of directors (the “Board”) may Executive from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty time. In fulfilling his duties to the Company, the Executive shall be instructed by and shall regularly report to the Chief Executive will use Executive’s good faith efforts to promote and develop the business Officer of the Company and its subsidiaries Cronos Group (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “AffiliatesCEO”). Executive shall devote all of The Executive’s business timeduties, attention hours of work, location of employment and skills reporting relationships may not be materially adjusted except as mutually agreed to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from Executive. Without limiting the foregoing, the Executive shall: (a) devote all of his working time and attention during normal business hours and such other times as may be reasonably necessary to time.the business and affairs of the Company and shall not, without the prior written consent of the CEO, undertake any other business or occupation or public office; provided however, that the Executive may, with the prior written consent of the CEO (such consent not to be unreasonably withheld), serve on the board(s) of directors of non-profit organizations that provide services outside the scope of the Company’s business or businesses similar or ancillary thereto; (b) perform those duties that are consistent with the Executive’s position that may be reasonably and lawfully assigned to the Executive diligently, honestly and faithfully to the best of the Executive’s ability and in the best interest of the Company and Cronos Group; (c) Howeverabide by all Company and Cronos Group policies made available to the Executive, as instituted and amended from time to time including, without limitation, the parties agree that: Cronos Group Employee Handbook, the current copy of which has been provided to the Executive in tandem with this Agreement; and (id) Executive may devote a use reasonable amount of his time best efforts to civic, community, or charitable activities promote the interests and may serve as a director of other corporations (provided that any such other corporation is not a competitor goodwill of the Company and not knowingly do anything which may materially harm the Company’s and Cronos Group’s interests, as determined by it being understood that the Board) Executive is a fiduciary of the Company and to other types of business or public activities not expressly mentioned in this paragraph Cronos Group and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties owes fiduciary obligations to the CompanyCompany and Cronos Group that are not extinguished by this Agreement.

Employment Duties. Effective on the Effective Date (a) Subject to the terms and conditions set forth hereinas defined in Section 2, below), the Company hereby employs the Employee as President and Chief Executive to act for Officer of the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive Employee hereby accepts such employment. The duties and responsibilities In that capacity, Employee shall serve as the officer of the Executive Company principally responsible for the Company's day to day executive decision-making and strategic planning and shall include have such duties and responsibilities appropriate to such office consistent with the foregoing and otherwise consistent with Employee's position as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may be determined from time to time reasonably assign to by the Executive. (b) Executive recognizes that during the period Board of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business Directors of the Company and its subsidiaries (the Company’s subsidiaries from time "Board"), including duties with respect to timeaffiliates (as defined in Rule 405 under the Securities Act of 1933, together with any other affiliates as amended) of the CompanyCompany (each, the “Affiliates”an "Affiliate"). Executive It is the intention of the parties hereto that, during the term of this Agreement, Employee shall be elected and serve as a member of the Board, and as a member of the executive committee of the Board if such a committee should be established. During the term of this Agreement, Employee shall devote all of Executive’s his business time, attention time and skills effort to the performance conduct of Executive’s services as an executive of the Company. Recognizing and acknowledging his duties hereunder, provided that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: Employee may (i) Executive may devote a reasonable amount of his time to civicserve on corporate, communitycivic and charitable boards or committees, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as provide services on a non-employee director and/or investor in other companies pro xxxx basis to civic and projects as disclosed by Executive to, charitable organizations and approved by, the Board(iii) attend to his personal investments, so long as Executive’s responsibilities with respect thereto such activities do not conflict or interfere with the faithful performance of his duties Employee's responsibilities as an employee of the Company in accordance with this Agreement and are consistent with the Company's policies. The Company agrees that, to the extent that any such activities have been conducted by Employee prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to such date shall not thereafter be deemed to interfere with the performance of Employee's responsibilities to the Company or to be inconsistent with the Company's policies. The Company also agrees that Employee may receive compensation in connection with his service on corporate boards, without set-off, adjustment or diminution of his salary, bonus or any other rights hereunder.

Employment Duties. Executive shall have the title of Vice President and Secretary of the Company, and shall have such duties, authorities and responsibilities as are consistent with such position. Executive shall also have the title of President of NCS Multistage Holdings, Inc., a Delaware corporation and indirect parent of the Company (a) Subject to the terms “Parent” and conditions set forth hereintogether with the Company, the “Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A heretoGroup”), and the Executive hereby accepts shall have such employment. The duties duties, authorities and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated consistent with and appropriate for such position and as the CompanyChief Executive Officer of the Parent may designate from time to time. Executive shall report to the Chief Executive Officer of the Parent, with respect to his position as Vice President and Secretary of the Company and President of the Parent. Executive shall devote Executive’s board full working time and attention to Executive’s employment and service with the Company Group, and shall perform Executive’s services in a capacity and in a manner consistent with Executive’s positions with the Company Group; provided, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to approval by the Board of Directors of the Parent (the “Board”) may from time to time reasonably assign to in its sole and absolute discretion, participating on boards of directors or similar bodies of for-profit organizations, in each case of (i) – (iv), so long as such activities do not, individually or in the Executive. aggregate, (ba) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together materially interfere with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) result in a violation of Section 13 of this Agreement. If requested, Executive shall also serve as an executive officer and/or board member of the Company. Recognizing and acknowledging board of directors (or similar governing body) of any entity that it directly, or indirectly through one or more intermediaries, controls, is essential for the protection and enhancement of the brand namecontrolled by, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties or is under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) Howevercommon control with, the parties agree that: Parent (ian “Affiliate”) Executive may devote a reasonable amount without any additional compensation; for purposes of his time to civicthis Agreement, community, or charitable activities “Affiliate” shall not include other entities under common control with Advent International other than the Parent and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companyits Affiliates.

Employment Duties. (a) Subject The Company hereby agrees to employ Employee, and Employee hereby agrees to serve, subject to the terms and conditions set forth hereinprovisions of this Agreement, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities as President of the Executive Company. Employee shall include perform such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign assigned to Employee by the Chairman of the Board of Directors of the Company and shall report directly to the Executive. Chairman of the Board. Such duties and responsibilities shall include full authority (bi) Executive recognizes that during to shape and implement the period strategic business plan of Executive’s employment the Company; (ii) to direct the development and monitoring of operating goals and objectives; (iii) to oversee financial operations and (iv) to provide leadership, direction and administration of all aspects of Company activities, in all cases subject to the supervision and authority of the Company's Board of Directors. Employee agrees to devote sufficient attention and energies to the performance of the duties assigned to him hereunder, Executive owes and to perform such duties faithfully and to the best of his abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company's employees to the best of his knowledge. Without limiting the generality of the foregoing, Employee shall perform the duties associated with the position of President. During the Term of this Agreement, including any renewals hereof, Employee shall be a voting member of the Board of Directors of the Company and entitled to such compensation as may be provided by the Company to Board members, Upon consultation with the Board of Directors of the Company, Employee may serve on the boards or committees of corporate, civic or charitable organizations so long as such activities do not interfere materially with the performance of his duties and responsibilities hereunder. Additionally, Employee shall be permitted to act and serve as an undivided duty officer, director, general partner, equity owner, or other principal or fiduciary of loyalty other entities or ventures, whether related or unrelated to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of provided such activities are not in direct competition with the Company and its subsidiaries (do not interfere materially with the Company’s subsidiaries from time to timeperformance of his duties and responsibilities hereunder. Company shall provide suitable office space and equipment, together with any and mutually agreeable office personnel, including without limitation, personal secretarial and other affiliates assistance, at the offices of the Company, the “Affiliates”). Executive shall devote all of Executive’s business timeto enable Employee to perform his duties hereunder, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive Employee shall perform the Executive’s duties under this Agreement professionallyservices required hereunder at offices currently located at Niagara Falls, in accordance with the applicable lawsNew York, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any at such other corporation is not a competitor mutually agreeable Company sites, except for required travel in furtherance of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyCompany business.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the The Company hereby employs the Employee as President and Chief Executive to act for Officer of the Company during (the Employment Period in title of Chief Executive Officer may be changed by the capacity set forth on Schedule A hereto, Board of Directors of the Company (the "Board")) and the Executive Employee hereby accepts such employment. The duties and responsibilities of the Executive Employee shall include such duties and responsibilities appropriate have responsibility for day to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive. (b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business day management of the Company and its subsidiaries (shall have such other duties and responsibilities as shall be assigned to him by the Company’s subsidiaries from time Board relating to time, together with any other affiliates the operation of schools and related facilities of the Companytype operated by the Company on the date hereof, including duties with respect to affiliates (as defined in Rule 405 under the “Affiliates”Securities Act of 1933, as amended) of the Company (each, an "Affiliate"). Executive shall devote all of Executive’s business time, attention and skills provided that such duties with respect to the performance of Executive’s services Affiliates in a senior officer capacity not inconsistent with Employee's position as an executive President of the Company. Recognizing During the term of this Agreement, Employee shall devote all his working time and acknowledging that it is essential effort to the conduct of his duties hereunder. Among the other duties of Employee hereunder, Employee shall, on or before October 15 of each year during the term hereof, prepare and submit in a form reasonably acceptable to the Chairman, for consideration by the protection and enhancement Board of Directors of Steixxx Xxxsure Limited (the brand name"SLL Board"), reputation and business the ultimate parent company of the Company ("SLL") a budget for the operations of the Company (the "Budget") for the then next succeeding calendar year ("Year"), including earnings before interest, taxes, depreciation and amortization for such Year and each fiscal quarter therein and which reflects the goodwill pertaining theretooperations of each Facility (as defined in Section 3(a)(iv)(B), Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established below) that was acquired by the Company effective on or before December 31 of such Year (Employee shall reflect in such the Budget for such Year any Facility acquired after the Budget is submitted to the SLL Board as promptly as practicable) and which Facility has not ceased operations, and only such Facilities (the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor "Budgeted EBITDA"). Such budget of the Company, as determined approved by the Board) and SLL Board for a year in question, is referred to other types of business or public activities herein as the "Company Budget." Employee shall not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor be required to have his principal office in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict than Broward or interfere with the faithful performance of Palm Beach counties in Florida without his duties to the Companyconsent.

Employment Duties. (a) Subject During the Term, Employee shall serve as the Chairman of the Board and Chief Executive Officer of the Company and Employee shall have such responsibilities, powers and duties as are substantially consistent with his present responsibilities, powers and duties. Employee shall be subject to the terms reasonable direction of the Board of Directors of the Company. Employee agrees that during the Term he will devote his full time and conditions set forth herein, attention during regular business hours to the business and affairs of the Company hereby employs except during vacation periods and periods of illness or incapacity. Notwithstanding the Executive foregoing and so long as his activities do not interfere with the performance of his duties hereunder, Employee will be permitted to act for acquire, own or deal in securities or other investments except that, without the prior written consent of the Company's Board of Directors, Employee may not invest in any business which has business relations or competes with the Company during or any of its subsidiaries or affiliates unless the Employment Period securities of such business are listed on a national securities exchange or traded in the capacity set forth on Schedule A heretoover-the-counter market and the interest of Employee does not exceed one (1%) percent of the outstanding securities of any class of that business. In addition, nothing contained herein shall prevent Employee from serving as a director or trustee of any corporation or other organization, and in any other capacity with any non-commercial enterprise, PROVIDED THAT such service does not materially interfere with the Executive hereby accepts performance of his duties hereunder and such employment. The duties and responsibilities business or organization does not compete with the Company or any of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executiveits subsidiaries or affiliates. (b) Executive recognizes that during the period of Executive’s employment It is understood that, except for limited business travel which shall be only such as is reasonably required for him to perform his duties hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s Employee's duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of paragraph 2 are performed at the Company's principal executive office in Brentwood, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the CompanyNew York.

Employment Duties. (a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities employment as Chief Financial Officer of the Company, on the terms and subject to the conditions hereinafter set forth. In his capacity as Chief Financial Officer of the Company, Executive shall include have responsibility for (i) establishing, updating and implementing accounting and financial control procedures and policies of the Company, (ii) supervising the Company's accounting and finance personnel, (iii) supervising the Company's investor relations, internal audit procedures, tax compliance and lender relations and compliance, and (iv) such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and other matters as the Company’s board 's Board of directors Directors (the “"Board”") may from time to time reasonably assign to the Executive. (b) or Chief Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries Officer shall determine from time to time, together consistent with any other affiliates Executive's position as Chief Financial Officer of the Company. Executive shall report and be responsible to the Chief Executive Officer or such other person as may be designated by the Board. Executive shall be based and shall perform his duties at the Company's offices located in Orange, California and shall travel to the “Affiliates”)extent necessary to perform his duties hereunder. Executive shall devote all of Executive’s his full business time, attention time and skills energies to the performance of Executive’s services as an executive of the Company. Recognizing business and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business affairs of the Company and the goodwill pertaining theretoshall not accept other employment, Executive shall perform the Executive’s duties under this Agreement professionallyany services for any other person, in accordance firm or corporation or permit any of his personal business or investment affairs to interfere with the applicable lawsperformance of his duties hereunder. Executive shall, rules upon reasonable notice, furnish such information and regulations and such standards, policies and procedures established proper assistance to the Company as reasonably may be required by the Company in connection with any legal action involving the Company or any of its affiliates. Executive agrees to use his best efforts, skills and abilities to promote and protect the industry from time interests of the Company and, faithfully and to time. (c) However, the parties agree that: (i) Executive may devote a reasonable amount best of his time ability, perform his duties hereunder. Executive agrees to civic, community, or charitable activities and may serve as a director or officer of other corporations (provided that any such other corporation is not a competitor of the Company's subsidiaries or controlled affiliates requesting his services and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as determined by the Board) and to other types its board of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Companydirectors shall request.