Common use of Employment Position and Duties Clause in Contracts

Employment Position and Duties. During the Term, the Company agrees to employ the Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject to the general supervision, advice and direction of the Company's Chairman of the Board ("Chairman") and the Board, and subject to the terms and conditions of this Agreement. The Executive's authority, duties and responsibilities shall be consistent with such authority, duties and responsibilities as are customary for this position, including, without limitation: supervising and managing all aspects of the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive, and Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject agrees to the general supervision, advice and direction of be employed by the Company's Chairman of the Board ("Chairman") and the Board, and subject to upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive's authority’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be consistent the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such authority, duties positions as may be reasonably assigned by the Board. Executive shall comply with any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising , those policies and managing all aspects of procedures contained in the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders ’s employee handbook previously delivered to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive, and Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject agrees to the general supervision, advice and direction of be employed by the Company's Chairman of the Board ("Chairman") and the Board, and subject to upon the terms and conditions of this Agreement. The Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer of the Company reporting to, and shall become a member of, the Board of Directors of the Company (the “Board). Executive shall be deemed to have resigned from the Board voluntarily, without any further action required, upon the termination of Executive's authority’s employment with the Company. In this capacity, Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the term of this Agreement, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments, and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of the Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer, as Chief Executive Officer, shall be consistent with such authority, duties and responsibilities as are customary for this position, including, without limitation: supervising and managing all aspects the senior most executive officer of the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform have such other services additional duties and duties authority commensurate with such positions as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election reasonably assigned by its shareholders to the Board. Executive shall faithfullycomply with any policies and procedures established for Company employees, honestly including without limitation, those policies and diligently serve procedures contained in the Company, devote his full working time and attention ’s employee handbook previously delivered to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive Employee, and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject Employee agrees to the general supervision, advice and direction of be employed by the Company's Chairman of , upon the Board ("Chairman") and the Board, terms and subject to the terms and conditions of this Agreement. The Executive's authorityEmployee shall be employed by the Company and shall report to the Chief Executive Officer of MCT Group Holdings, LLC (“Holdings”) and the Company (the “CEO”). In this capacity, Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of Employee’s ability and in a diligent, businesslike and efficient manner. Employee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, and will not render services of a business, professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; and (ii) managing Employee’s and his family’s personal investments; provided, that any such activities do not materially interfere with the performance of Employee’s duties and responsibilities hereunder. Employee’s duties shall include those duties customarily performed by an officer in Employee’s position and such additional duties as may be consistent assigned from time to time by the CEO, Holdings, or their respective designee. Employee shall comply with such authority, duties any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising , those policies and managing all aspects of procedures contained in the Company's businesses; direct responsibility for each of ’s employee handbook previously delivered to Employee. To the Company's brands; further developing, refining extent there is any conflict between those policies and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation this Agreement shall govern. Employee shall travel to use due care and act such places in the best interest of the Company at all times. Executive agrees that he shall at all times observe United States and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent elsewhere as the Company's other senior executives CEO and officers. Executive shall be required the Board directs from time to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (time as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employmentneeded.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive, and Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject agrees to the general supervision, advice and direction of be employed by the Company's Chairman of the Board ("Chairman") and the Board, and subject to upon the terms and conditions of this Agreement. The Executive's authorityUpon the Effective Date, Executive shall be employed as Executive Vice President of the Company, and effective August 12, 2015 (or such other date agreed to by the parties) as the Executive Vice President and Chief Financial Officer of the Company. Executive will report directly to the Chief Executive Officer of the Company. In this capacity, Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the term of this Agreement, it shall not be consistent a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, serve on a corporate board, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the Executive Vice President and Chief Financial Officer, including serving as the Company’s principal financial and accounting officer. Executive shall also have such additional duties and authority commensurate with such authority, duties positions as may be reasonably assigned by the Chief Executive Officer or the Board of Directors (“Board”). Executive shall comply with any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising , those policies and managing all aspects of procedures contained in the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders ’s employee handbook previously delivered to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive Employee, and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject Employee agrees to the general supervision, advice and direction of be employed by the Company's Chairman of , upon the Board ("Chairman") and the Board, terms and subject to the terms and conditions of this Agreement. The Executive's authorityEmployee shall be employed by the Company as the Chief Executive Officer. In this capacity, Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of Employee’s ability and in a diligent, businesslike and efficient manner. Employee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, and will not render services of a business, professional or commercial nature for compensation or otherwise to any other person or entity without the express written consent of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to Controlled Affiliates (as defined below) on a basis consistent with past practices; and (iii) managing Employee’s and his family’s personal investments; provided, that any such activities do not materially interfere with the performance of Employee’s duties and responsibilities hereunder. Employee’s duties shall include those duties customarily performed by an officer in Employee’s position and such additional duties as may be consistent assigned from time to time by the Board of Directors (the “Board”) of the Company. Employee shall comply with such authority, duties any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising , those policies and managing all aspects of procedures contained in the Company's businesses; direct responsibility for each of ’s employee handbook previously delivered to Employee. To the Company's brands; further developing, refining extent there is any conflict between those policies and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation this Agreement shall govern. Employee shall travel to use due care and act such places in the best interest of the Company at all times. Executive agrees that he shall at all times observe United States and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent elsewhere as the Company's other senior executives and officers. Executive shall be required Board directs from time to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (time as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employmentneeded.

Employment Position and Duties. Subject to the terms hereof, the Company hereby agrees to employ the Executive during the Term (as hereafter defined) to act as, and to exercise all of the powers and functions of, its President and Chief Executive Officer (“CEO”) and to perform such acts and duties and to generally furnish such services to the Company and its subsidiaries (if any) as are customary for a senior management person with a similar position in like companies. At all times Executive shall report directly to the Board of Directors of the Company (“Board”) and shall have such specific powers, duties and CEO responsibilities as the Board of Directors of the Company (the “Board”) shall from time to time reasonably prescribe. Executive hereby agrees to accept such employment and shall perform and discharge faithfully, diligently, and to the best of his abilities such duties and responsibilities and shall devote full working time and efforts to the business and affairs of the Company and its subsidiaries. During the Term, it shall not be a violation of this Agreement for Executive to serve on corporate, civic or charitable boards or committees or engage in other activities that are consistent with the Company’s Code of Ethics and other Company policies, so long as Executive notifies the Board or an appropriate committee thereof in advance and such service or activities do not significantly interfere with the performance of Executive’s responsibilities hereunder. Subject to applicable Delaware law, the Company agrees to employ use its best efforts to cause Executive to be appointed, as soon as practicable hereafter, as a member of the Board to the class of directors with the term expiring at the 2005 annual meeting of the shareholders. The Company shall thereafter use its best efforts to cause the Executive and to be nominated for a seat on the Executive hereby accepts employment with Board at the Company as its Chief Executive Officer subject to the general supervision, advice and direction next annual meeting of the Company's Chairman of the Board ("Chairman") and the Board’s shareholders, and it being acknowledged that such nomination is subject to applicable Delaware law. If the terms and conditions of this Agreement. The Executive's authority, duties and responsibilities shall Executive ceases to be consistent with such authority, duties and responsibilities as are customary for this position, including, without limitation: supervising and managing all aspects of the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests an employee of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreementfor any reason, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent immediately resign as a member of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employmentBoard.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive Employee, and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject Employee agrees to the general supervision, advice and direction of be employed by the Company's Chairman of , upon the Board ("Chairman") and the Board, terms and subject to the terms and conditions of this Agreement. The Executive's authorityEmployee shall be employed by the Company as the Chief Financial Officer and shall report to the President of the Company (the “President”). In this capacity, Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of Employee’s ability and in a diligent, businesslike and efficient manner. Employee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, and will not render services of a business, professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to Controlled Affiliates (as defined below) on a basis consistent with past practices; and (iii) managing Employee’s and his family’s personal investments; provided, that any such activities do not materially interfere with the performance of Employee’s duties and responsibilities hereunder. Employee’s duties shall include those duties customarily performed by an officer in Employee’s position and such additional duties as may be consistent assigned from time to time by the President, the Board of Managers (the “Board”) of Midwest Composite Technologies, LLC (“Holdings”), or their respective designee. Employee shall comply with such authority, duties any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising , those policies and managing all aspects of procedures contained in the Company's businesses; direct responsibility for each of ’s employee handbook previously delivered to Employee. To the Company's brands; further developing, refining extent there is any conflict between those policies and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation this Agreement shall govern. Employee shall travel to use due care and act such places in the best interest of the Company at all times. Executive agrees that he shall at all times observe United States and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent elsewhere as the Company's other senior executives President and officers. Executive shall be required the Board directs from time to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (time as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employmentneeded.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive Employee, and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject Employee agrees to the general supervision, advice and direction of be employed by the Company's Chairman of , upon the Board ("Chairman") and the Board, terms and subject to the terms and conditions of this Agreement. The Executive's authorityEmployee shall be employed by the Company as the Chief Financial Officer and shall report to the Chief Executive Officer of the Company (the “CEO”). In this capacity, Employee agrees to devote Employee’s full time, energy and skill to the faithful performance of Employee’s duties herein, and shall perform the duties and carry out the responsibilities assigned to Employee to the best of Employee’s ability and in a diligent, businesslike and efficient manner. Employee will not engage in any outside business activities that materially interfere with Employee’s obligations under this Agreement, and will not render services of a business, professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to Controlled Affiliates (as defined below) on a basis consistent with past practices; and (iii) managing Employee’s and Employee’s family’s personal investments; provided, that any such activities do not materially interfere with the performance of Employee’s duties and responsibilities hereunder. Employee’s duties shall include those duties customarily performed by an officer in Employee’s position and such additional duties as may be consistent assigned from time to time by the CEO, the Board of Directors of the Company (the “Board”), or their respective designee or successor. Employee may be appointed to such other officer positions of other Company Entities (as defined below) as determined by the Board from time to time, for no additional compensation. Employee shall comply with such authority, duties any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising and managing all aspects of the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company those policies and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Employment Position and Duties. During the Term, the The Company agrees to employ the Executive, and Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject agrees to the general supervision, advice and direction of be employed by the Company's Chairman of the Board ("Chairman") and the Board, and subject to upon the terms and conditions of this Agreement. The Upon the Effective Date, Executive shall continue to be employed as the President and Chief Executive Officer of the Company reporting to, and shall continue to be a member of, the Board of Directors of the Company (the “Board”). Executive shall be deemed to have resigned from the Board voluntarily, without any further action required, upon the termination of Executive's authority’s employment with the Company. In this capacity, Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the term of this Agreement, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be consistent the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such authority, duties positions as may be reasonably assigned by the Board. Executive shall comply with any policies and responsibilities as are customary procedures established for this positionCompany employees, including, without limitation: supervising , those policies and managing all aspects of procedures contained in the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders ’s employee handbook previously delivered to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.