Common use of Employment Clause in Contracts

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent BTFHC hereby employs Employee in the capacity of Senior Vice President. BTFHC may employ Employee in such other capacities of equal status and responsibility as its Managing Directorthe Chief Executive Officer of BTFHC, or his designated representative, shall reasonably determine, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to employment upon the terms of this Agreementand conditions herein set forth. (b) During his/her employment under this Agreementthe term of his employment, Employee will devote his best efforts to his employment and perform such duties consistent with his status as a Senior Vice President and in such capacities as the Chief Executive Officer of BTFHC shall reasonably assign to him. Employee will devote substantially full his entire working time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Companybusiness and related interests of, acting in good faithand will be loyal to, as an honest BTFHC, and prudent person, in a manner that Employee believes is in the best interests agrees to render service on behalf of the Company BTFHC and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, subsidiaries or affiliates. (c) Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreementnot, without prior written consent of BTFHC, directly or indirectly, alone or during the term of this Employment Agreement: (i) Other than in association with othersthe performance of duties naturally inherent to BTFHC's business and in furtherance thereof, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor render services of a company that is a client of the Company except as arranged through the Companybusiness, and all professional or commercial nature to any other person or firm, whether for compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companiesor otherwise, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee but this shall not be prohibited construed as preventing the Employee from making passive investments investing his assets in other noncompeting businesses, provided such form or manner as will not require any services on the part of the Employee in the operation of the affairs of the companies in which such investments are made and which are not in violation of subparagraph (ii) below or from engaging in boards of directors (subject to the approval of BTFHC's Chief Executive Officer) or charitable activities so long as such activities do not require interfere with the performance of Employee's participation duties hereunder; (ii) Engage in management any activity competitive with or operationsadverse to BTFHC's business or welfare, whether alone, as a partner, or as an officer, director, employee or shareholder of any other corporation, or otherwise, directly or indirectly, except that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this subparagraph (ii); (iii) Be engaged by any entity which conducts business with or acts as consultant or advisor to BTFHC, whether alone, as a partner, or as an officer, director, employee or shareholder, or otherwise, directly or indirectly, except that ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this subparagraph (iii).

Employment. (a) Convergent hereby employs Employee as its Managing DirectorPresident and Chief Executive Officer, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. 1.1 The terms of this Agreement shall be effective as of January 1, 2011 (a) Convergent hereby employs "Effective Date"). 1.2 The Employee served as its Managing Directora consultant to the Company until the Effective Date of this Agreement. Upon the Effective Date, and the relationship between the parties shall change to an employer – employee relationship. The Employee hereby accepts such employment. declares that she has received any and all amounts due to her under the provision of services by her to the Company as a consultant and that neither she, nor anyone on her behalf, shall have any claim whatsoever against the Company in connection with the period in which she served as a consultant to the Company. 1.3 The Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by report to the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Board of Directors of the Company, and the Board of Directors of the Parent (the “Board”). The Employee shall perform the duties, undertake the responsibilities and exercise the authority as determined from time to time by the Board and as customarily performed, undertaken and exercised by persons situated in a similar capacity. 1.4 During the course of the Employee’s employment with the Company, the Employee shall honestly, diligently, skillfully and faithfully serve the Group. The Employee undertakes to devote best efforts and utilize all available qualifications and skills to promote the business and affairs of the Group, and further undertakes loyally and fully to comply with the directives, policies and orders of the Group. The Employee shall act at all times in a manner befitting the Employee’s position and status in the Group. 1.5 The Employee undertakes promptly to notify the Company regarding any matter or subject in respect of which the Employee has a personal interest and/or which might create a conflict of interest with the Employee’s position in the Group. 1.6 The Employee shall be referred employed on a full time basis, and will devote full time and attention to collectively in the body business and affairs of the Group as may be required to discharge the responsibilities assigned to the Employee hereunder. During the term of this Agreement as the "ServicesEmployee shall not engage in any other employment nor directly or indirectly engage in any other business activities in any capacity for any other person, firm or company whether or not for consideration, without the express prior written consent of the Company." 1.7 The Employee covenants hereby makes the following representations and undertakings for the benefit of the Group: 1.7.1 There are no undertakings or agreements preventing the Employee from making the commitments described herein and performing Employee’s obligations pursuant to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment 1.7.2 To the best of the Employee’s knowledge, the Employee is not currently, nor will the Employee be deemed to be by virtue of entering into this Agreement, in breach of any of the Employee’s obligations towards any former employer, including, without limitation, any non-competition or confidentiality undertakings. 1.7.3 In carrying out the Employee’s duties under this Agreement, the Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty not make any representations or make any commitments on behalf of loyalty to the Company, acting except as authorized to do so expressly and in good faith, as an honest advance. 1.7.4 The Employee acknowledges and prudent person, in a manner agrees that Employee believes the Company is in entitled to conduct inspections within the best interests offices of any member of the Company Group and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with on the computers of any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval member of the CompanyGroup and other devices, including inspections of electronic mail transmissions, internet usage and inspections of their content. For the avoidance of any doubt, it is hereby clarified that findings of any such examinations shall be the Group's Presidentsole property. The Employee mayacknowledges and agrees that any messages and data sent from, howeverreceived by, accept service as a board or stored in or on the computers of any member of charitable the Group and communications systems are the sole property of the Group, regardless of the form and/or content of these messages and data. The Employee should not consider messages and data sent from, received by, or community organizations whether stored in or upon a computer of a member of the Group and communications systems to be private and should not such service will send, receive, or store sensitive personal or private information using these systems. The Employee is deemed to have consented to any reasonable use, transfer and disclosure of all messages and data contained or sent via the computer and communications systems of any member of the Group, including electronic mail. 1.7.5 The Employee grants consent to the Group and its affiliates and employees, wherever they may be beneficial located, to Convergent or utilize and process the Employee’s personal information, including data collected by the Group for purposes related to the Employee's ’s employment. This may include transfer of the Employee’s personnel records outside of Israel and further transfers thereafter. All personnel records are considered confidential and access will be limited and restricted to individuals with a need to know or process that information solely for purposes relating to the Employee’s employment, such as management teams and human resource personnel. Any member of the Group and its respective affiliates and employees may share personnel records as needed solely for such purposes with third parties assisting human resources administration. 1.8 The duties of the Employee in accordance with this Agreement involve duties which require of her special personal development. care and loyalty, and therefore the directives of the Work Hours and Rest Law, 1951, or any law to be enacted in its place, will not be applicable to the Employee or to her activities which she will perform for the Group and as such, the Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure be entitled to remuneration according to the Company. The Company must approve all such relationships with client companiesWork Hours and Rest Law, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations1951.

Employment. (a) Convergent hereby employs Employee as its Managing DirectorExecutive Vice President, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent The Company hereby employs Employee as its Managing Directoragrees to employ the Executive upon the terms and conditions herein contained, and Employee the Executive hereby accepts agrees to accept such employmentemployment for the term described below. Employee The Executive agrees to serve as the Company’s President and Chief Executive Officer during the term of this Agreement. In such capacity, the Executive shall directly supervise have the authorities, functions, powers, duties and have primary responsibility for those specific functions and duties responsibilities that are assigned by customarily associated with such positions and as the Company's President board of directors of the Company ("President"), including: strategic management; private equity placement; merger the “Board”) may reasonably assign to him from time to time consistent with such positions. The parties have outlined certain of the material aspects of Executive’s responsibilities and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients authority on the attached Exhibit A. Holdings shall use its best efforts to cause the Executive to be a member of the Company, all of which shall be referred to collectively in ’s Board throughout the body term of this Agreement and shall include the Executive in the management slate for election as director. Throughout the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms term of this Agreement. (b) During his/her employment under this Agreement, Employee the Executive shall devote his best efforts and substantially full all of his business time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty services to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companiesExecutive currently serves on the board of directors of the entities set forth on the attached Exhibit B. Nothing herein shall preclude Executive from (i) providing physician services for up to two (2) days per week pursuant to the Physician Agreement, and (ii) serving or continuing to serve on the client must provide Directors and Officers Insurance and appropriate indemnities for board of directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments of entities that do not require Employee's participation compete with the Company and to the extent such service does not materially interfere with Executive’s performance under this Agreement or the Physician Agreement; provided that Executive will not agree to serve or actually serve on the board of directors of any entity for which he has not previously served without first notifying the Board or (iii) serving or continuing to serve on the boards or advisory committees of medical, charitable or other similar organizations to the extent such service does not materially interfere with Executive’s performance under this Agreement or the Physician Agreement. As periodically requested by the Board, Executive shall use commercially reasonable efforts to assist the Board in management determining whether Executive’s membership on the board of directors or operationsany other involvement with any entity could reasonably be expected to result in health care compliance issues or liability for the Company or any of its subsidiaries, affiliates and/or joint ventures and to take such actions as are reasonably requested by the Board to remedy and/or mitigate any such issues or liability identified by the Board.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal developmentdevelopmeqnt. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent hereby employs Employee 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as its Managing DirectorPresident and Chief Financial Officer. In his capacity as the President and Chief Financial Executive Officer of the Company, Executive shall report to the Chief Executive Officer (the "CEO") and shall have the customary powers, responsibilities and authorities of presidents and chief financial officers of corporations of the size, type and nature of the Company, as it exists from time to time, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that as are assigned by the Company's CEO. 1.2 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the President and Chief Financial Officer of the Company commencing as of the date hereof (the "PresidentCommencement Date")) and agrees to devote his full business time and efforts to the performance of services, including: strategic management; private equity placement; merger duties and acquisition advisory services; responsibilities in connection therewith, subject at all times to review and control of the CEO. In addition, during the Initial Term and any Renewal Term, (i) the Company agrees to nominate Executive for election to the Board of Directors of the Company (the "Board") and use its best efforts to cause his election to the Board and Executive agrees to serve on the Board of the Company and (ii) during the Term of Employment, Executive also agrees to serve, if elected, as well as serving in interim management, special business advisory, and an officer and/or director positions for clients of any Subsidiary of the Company, all without the payment of which any additional compensation therefor. Upon the termination of Executive's employment for any reason, Executive shall be referred to collectively resign as a member of the Board of the Company or any Subsidiary of the Company. 1.3 Nothing in the body of this Agreement as shall preclude Executive from engaging in charitable work and community affairs, from managing any investment made by him with respect to which Executive is not substantially involved with the "Services." Employee covenants to render and perform his/her Services to management or operation of the best entity in which Executive has invested (provided that no such investment in publicly traded equity securities or other property may exceed 5% of Employee's ability and the equity of any entity, without the prior approval of the Board) or from serving, subject to the terms prior approval of this Agreement. (b) During his/her employment under this Agreementthe Board, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise as a duty member of loyalty boards of directors or as a trustee of any other corporation, association or entity, to the Company, acting in good faith, as an honest and prudent person, in a manner extent that Employee believes is in the best interests any of the Company and in a manner that will promote its goodwillabove activities do not materially interfere with the performance of his duties hereunder. Except as expressly agreed in writing between Convergent and EmployeeFor purposes of the preceding sentence, Employee any approval by the Board required therein shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsunreasonably withheld.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee Executive shall directly supervise and have primary responsibility for those specific functions and duties that are assigned continue to be employed by the Company's President ("Company and will have the title of President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Pharmaceuticals of the CompanyCompany and Xxxxxx Xxxxxxxx. Executive shall have authority, all of which shall be referred duties and responsibilities as are commensurate with Executive’s position. Executive agrees to collectively in the body of render full time services under this Agreement as the "Services." Employee covenants to render in performing such duties and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementresponsibilities. (b) During his/her Executive shall perform substantially all of his duties under this Agreement at the Company’s Rockaway, New Jersey office provided, however, that the Executive may be required to perform incidental services outside the United States from time to time. Executive may from time to time be required to perform duties commensurate with Executive’s position on behalf of any of Xxxxxx Xxxxxxxx or any of its direct or indirect subsidiaries (collectively, the “Group Companies”) in addition to the duties described in Section 1(a), and Executive may be appointed an officer or officers of one or more Group Companies in addition to his titles described in Section 1(a). Such duties shall be performed, and appointments accepted, by Executive without additional compensation or remuneration. (c) Executive accepts such continued employment under and agrees to continue to render the services described above to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. It shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement. With the prior written consent of Xxxxxx Xxxxxxxx’x Board of Directors (the “Board”), which consent shall not be unreasonably refused or delayed, and so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by Executive may serve on corporate boards or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationscommittees.

Employment. The Employee (ai) Convergent hereby employs shall be Vice Chairman of the Board of the Holding Company and (ii) until the Consolidation Date, shall be employed as President and Chief Executive Officer of the Bank. As such, the Employee shall render administrative and management services as its Managing Directorare customarily performed by persons situated in similar executive capacities, and Employee hereby accepts shall have such employmentother powers and duties (i) of Vice-Chairman of the Holding Company as the Board of Directors of the Holding Company may prescribe from time to time and (ii) prior to the Consolidation Date, of an executive officer of the Bank as the Board of Directors of the Bank may prescribe from time to time. The Employee shall directly supervise serve as a director and have primary responsibility for those specific functions and duties that are assigned officer of any subsidiaries or affiliates of the Holding Company (in addition to the Bank) if elected by the Company's President ("President"), including: strategic management; private equity placement; merger appropriate stockholders and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients boards of directors of such subsidiaries. During the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms term of this Agreement. , and thereafter so long as the Employee is an employee of the Bank, the Employee (bx) During his/her employment under this Agreementshall be a director of Republic Bank, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in a wholly-owned subsidiary of the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Holding Company, acting in good faith, as an honest and prudent person, in (y) shall be a manner that Employee believes is in the best interests member of the Executive Committee of the Holding Company and in (z) shall be a manner that will promote its goodwillmember of the Office of Chairman of the Holding Company. Except So long as expressly agreed in writing between Convergent and Employee, Employee shall not be is employed by or connected with any other business that would limit Employee's ability to perform this Agreementthe Bank and Republic Bancorp Mortgage, Inc. ("RBMI") is a wholly-owned subsidiary, directly or indirectly, alone or in association with others, without the express written approval of the Holding Company's President. , the Holding Company shall cause the Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will to be beneficial to Convergent or elected to the Employee's personal developmentBoard of Directors of RBMI. The Employee will not accept any position shall perform his duties in accordance with such reasonable standards as a director or advisor are established from time to time by the Board of a company that is a client Directors of the Holding Company except or the Bank, as arranged through applicable. During the Companyterm of this Agreement, the Employee shall devote his full time and all compensation and other benefits from such a position will inure attention to the Company. The business and affairs of the Holding Company must approve all such relationships with client companiesand its subsidiaries and use his best efforts, skills and abilities to promote the client must provide Directors interests of the Holding Company and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsits subsidiaries.

Employment. (a) Convergent The Employee is hereby employs Employee employed as its Managing Director, and Employee hereby accepts such employmentthe Executive Vice President of the Company. The Employee shall directly supervise render such administrative and have primary responsibility management services for those specific functions the Company as are currently rendered and duties that as are assigned customarily performed by persons situated in a similar executive capacity. The Employee shall also promote, by entertainment or otherwise, as and to the extent permitted by law, the business of the Company's President . Further, the Employee may, from time to time, with the approval of the Board of Directors of the Company (the "PresidentBoard"), including: strategic managementin her individual capacity as a licensed insurance broker or insurance agent, enter into agreements with insurance companies and insurance agencies (each an "Insurance Agreement") and, thereby and thereunder, provide insurance brokerage or insurance agency services and, further, may undertake to perform her obligations under any such Insurance Agreement during Company business hours or otherwise; private equity placement; merger provided that, during the term of this Agreement and acquisition advisory services; thereafter, all compensation to which Employee is, or becomes, entitled to receive under any such Insurance Agreement, for services rendered or insurance products sold during the term of her employment with the Company, shall be for the benefit of the Company and shall be either assigned to the Company (if permissible), paid over to the Company by the Employee upon receipt, or, with explicit and particular approval of the Board, offset against the Employee's salary (as well set forth in Section 2 of this Agreement). The Employee shall report on a monthly basis, for so long as serving any Insurance Agreement is in interim managementeffect, special business advisoryall such compensation earned by Employee during the previous month. The Employee's other duties shall be such as the Board may from time to time reasonably direct, and director positions for clients including normal duties as an officer of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of . The Employee's ability and subject to the terms obligations under this Section 1 shall survive termination of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent hereby employs The Company agrees to employ Employee as its Managing Director, Chairman and Chief Executive Officer of LendingTree as of the Effective Date and Employee hereby accepts and agrees to such employment; provided that it is intended that this position be held at the parent entity operating the LendingTree businesses upon closing of the LT Spin-Off (the “LT Parent”). Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of During Employee’s employment with the Company, Employee shall perform all of which services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Employee’s position and shall be referred to collectively in render such services on the body of this Agreement as terms set forth herein. During Employee’s employment with the "Services." Employee covenants to render and perform his/her Services Company prior to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this AgreementLT Spin-Off, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty report to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests Chief Executive Officer of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeesubsequent to the LT Spin-Off, Employee shall report to the Board of Directors of LT Parent (in each case, hereinafter referred to as the “Reporting Officer”). Employee shall have such powers and duties with respect to the Company as may reasonably be assigned to Employee by the Reporting Officer, to the extent consistent with Employee’s position and status. Employee agrees to devote all of Employee’s working time, attention and efforts to the Company and to perform the duties of Employee’s position in accordance with the Company’s policies as in effect from time to time. Notwithstanding the foregoing, Employee shall remain as President and Chief Operating Officer of the Company until the earlier of the LT Spin-Off or such date as is determined by the Chief Executive Officer of IAC. Notwithstanding anything to the contrary above, Employee may serve as a corporate board member for Xxxxxxx Kodak and another entity previously identified to IAC (collectively, the “Current Boards”) and such other organizations (not be employed to exceed four (4) in the aggregate) as are approved in advance by or connected the Reporting Officer, provided said service does not (a) interfere with any other business that would limit Employee's ’s ability to perform this Agreementhis duties for the Company as contemplated hereunder, directly and (b) compete with, or indirectlypresent an actual or apparent conflict of interest for, alone the Company or LendingTree, which shall be determined by the General Counsel of IAC in association with othersthe case of IAC and the Board of Directors of LendingTree in the case of LendingTree, without the express written approval in each case, in his (or its) sole, good faith judgment. IAC acknowledges that as of the Company's President. Effective Date, Employee mayis serving, howeveror has agreed to serve, accept service as a corporate board member on the Current Boards, and that IAC will only claim that clause (a) or (b) of charitable or community organizations whether or not such service will be beneficial to Convergent or the preceding sentence is implicated if there are changed circumstances after the Effective Date and prior to the Employee's personal development. Employee will not accept any position as a director or advisor of a company LT Spin-Off; provided that is a client of the Company except as arranged through requirement for changed circumstances after the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee Effective Date shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management a prerequisite for the Board of Directors of LT Parent to claim that circumstances meeting clause (a) or operations(b) of the preceding sentence have been met.

Employment. (a) Convergent Subject to the terms of the Agreement, Employer hereby employs agrees to employ Employee during the Agreement Term as its Managing Director, president and chief executive officer and Employee hereby accepts such employment. Employee shall directly supervise report to the Employer's Board of Directors, or any successor to the Board of Directors (hereinafter, "Board" shall mean the Board of Directors of Employer and/or any successor thereto). The duties of Employee as president and have primary responsibility for those specific functions chief executive officer shall include, but not be limited to, the performance of all duties associated with the management and duties that are assigned operation of Employer, including the execution of all policies formulated by the Company's President ("President")Board, including: strategic management; private equity placement; merger the selection and acquisition advisory services; as well as serving in interim managementhiring of personnel for the various divisions and departments, special business advisorythe training and establishing of duties and responsibilities of supervisory personnel, and director positions improvements in organization, accounting procedures and financial policy for clients Employer. Further, and without limiting the generality of the Companyforegoing, all Employee, pursuant to the direction of which the Board, shall be referred expected to collectively in successfully oversee and implement the body "demutualization" of this Agreement Employer, defined herein as the "Services." change of Employer from a member-owned not for profit corporation to a stockholder-owned for-profit corporation. Employee covenants to render shall devote his full time, ability and perform his/her Services attention to the best business of Employee's ability and Employer during the Agreement Term, subject to the terms direction of this the Board. Notwithstanding anything to the contrary contained herein, nothing in the Agreement shall preclude Employee from participating in the affairs of any governmental, educational or other charitable institution, engaging in professional speaking and writing activities, and serving as a member of the board of directors of a publicly held corporation (except for a competitor of Employer), as long as the Board does not determine that such activities interfere with or diminish Employee's obligations under the Agreement. (b) During his/her employment under this Agreement, . Employee shall devote substantially full time be entitled to retain all fees, royalties and attention exclusively to rendering Services to Convergent other compensation derived from such activities, in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty addition to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from payable to him under the Agreement, but shall disclose such a position will inure fees to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsEmployer.

Employment. (a) Convergent RELATIONSHIP 1.1. Executive shall be and hereby employs Employee is employed initially in the capacity as its Managing Directorset forth in Exhibit A, in consequence whereof Executive shall faithfully, fully, and Employee hereby accepts to the best of his ability perform and render such employmentservices and perform such duties for Company as it shall direct, and Executive shall devote sufficient time and efforts to such services and duties, although Executive is permitted to engage in other revenue generating activity, provided it does not interfere with his employment with BTI, and further provided that Executive provides prior written notice to the Company of his intention to engage in other business activity, and the Company reasonably believes that such activity will not compete with the business of the Company. 1.2. Employee As compensation for the performance of his duties, Executive shall directly supervise receive an annual salary in the initial amount as set forth in Exhibit A, such salary to be paid in regular periodic installments as the parties agree, and have primary responsibility for those specific functions and duties that are assigned by performance bonuses as reflected in Exhibit A. 1.3. Executive shall be entitled to stock options as set forth in Exhibit A. In addition to the options set forth in Exhibit A, Executive shall also be eligible to receive additional option grants, from time to time, pursuant to the Company's President ("President")Stock Option Plan. 1.4. Executive shall be entitled to vacation time as set forth in Exhibit A. 1.5. Executive shall be entitled to participate in all fringe benefit programs now or hereafter made available to any other persons employed in a similar capacity. 1.6. Company shall reimburse Executive for all travel and business expenses incurred by him, including: strategic management; private equity placement; merger which are reasonable and acquisition advisory services; as well as serving in interim management, special necessary for carrying on the business advisory, and director positions for clients of the Company, all of which and as such are approved by the Company. Expenses shall be referred to collectively reimbursed after presentation by Executive of an itemized and documented account of such expenses in the body of this Agreement as the "Services." Employee covenants to render form and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty substance satisfactory to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of after the Company has determined that such expenditures were reasonable, ordinary, necessary and approved. 1.7. The initial term of this Agreement shall be two (2) years, and shall automatically renew for subsequent one (1) year terms unless this Agreement is otherwise terminated by either party in accordance with Section 3. 1.8. The Company shall maintain general liability insurance and a manner that will promote its goodwillDirectors' and Officers' policy, with coverage at least comparable to the coverage in effect on the date this Agreement is signed by Executive. Except as expressly agreed in writing between Convergent and EmployeeNotwithstanding any provision herein to the contrary, Employee it shall not be employed a breach by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through of this Agreement if the CompanyCompany changes its insurance coverage, and all compensation and other benefits from such a position will inure provided that the Company delivers to the CompanyExecutive prior written notice of any changes to said insurance policies that may adversely impact Executive. 1.9. The Company must approve all such relationships with client companiesshall indemnify and hold blameless Executive for any liability resulting from public statements made by Company in any public communication, including, but not limited to, press releases, brochures, convention materials, other print, video, or CD materials, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisorsCompany website. AdditionallyHowever, Employee the Company shall not be prohibited required to indemnify and hold Executive harmless for any liability arising from making passive investments in other noncompeting businesses, provided such investments do Executive's own statements or actions which were not require Employee's participation in management or operationsduly authorized by the Company.

Employment. (a) Convergent Employer hereby employs Employee as its Managing Director, and Employee hereby accepts agrees to serve Employer in the initial capacity set forth in Exhibit A attached hereto (as might be modified in the future at Employer’s sole discretion), for the term and upon the conditions hereinafter set forth. Employee agrees to perform such employmentreasonable executive functions commensurate with this office and such other duties as shall from time to time be assigned to him/her by Employer’s Board of Directors. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services duties faithfully, diligently, competently, and to the best of Employee's ability his ability, acting at all times in the best interest of Employer and subject to advance Employer’s interests. Employee shall perform his duties from the terms of this Agreement. locations set forth in Section A.1 (b) During his/her employment of Exhibit A. Employee shall, at all times , devote his full working time, energy, attention, and good faith efforts to his duties and responsibilities under this Agreement, Employee and shall devote substantially full not seek, accept, or engage in any other employment or business activity during the term hereof, except for activities listed under A.19 of Exhibit A, Employee’s duties during the term hereof shall specifically include, without limitation, those duties set forth in Section A.1 of Exhibit A attached hereto, to the extent further detailing is deemed necessary or appropriate to describe Employee’s duties with more particularity. Employer may, from time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) abovetime, extend or curtail Employee’s precise services. Employee will at all times exercise be appointed as an officer of Employer and agrees to serve as a duty director of loyalty Employer. Furthermore, Employer may nominate Employee for director or officer of any subsidiary of Employer, Employee agrees to stand for election and if elected or appointed, to serve in such a capacity or capacities without additional compensation. Employer will maintain adequate Directors and Officers liability insurance policy, and Employee shall be an insured under such policy. In addition to the Company, acting in good faith, as an honest terms and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeeconditions set forth herein, Employee shall not be employed bound to and comply with the specific Corporate Authorities and Responsibilities set forth in Exhibit “B” attached hereto and made a part hereof, as amended by or connected with any other business that would limit Employee's ability the Board of Directors of Employer from time to perform this Agreement, directly or indirectly, alone or time in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsits sole discretion.

Employment. (a) Convergent hereby employs Employee 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as its Managing DirectorChairman and Chief Executive Officer. In his capacity as the Chairman and Chief Executive Officer of the Company, Executive shall report to the Board of Directors of the Company (the "Board") and shall have the customary powers, responsibilities and authorities of chairmen and chief executive officers of corporations of the size, type and nature of the Company, as it exists from time to time, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that as are assigned by the Company's President Board. 1.2 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the Chairman and Chief Executive Officer of the Company commencing as of the date hereof (the "PresidentCommencement Date")) and agrees to devote his full business time and efforts to the performance of services, including: strategic management; private equity placement; merger duties and acquisition advisory services; responsibilities in connection therewith, subject at all times to review and control of the Board. In addition, during the Initial Term and any Renewal Term, (i) the Company agrees to nominate Executive for election to the Board and use its best efforts to cause his election to the Board and Executive agrees to serve on the Board of the Company and (ii) during the Term of Employment, Executive also agrees to serve, if elected, as well as serving in interim management, special business advisory, and an officer and/or director positions for clients of any Subsidiary of the Company, all without the payment of which any additional compensation therefor. Upon the termination of Executive's employment for any reason, Executive shall be referred to collectively resign as a member of the Board of the Company or any Subsidiary of the Company. 1.3 Nothing in the body of this Agreement as shall preclude Executive from engaging in charitable work and community affairs, from managing any investment made by him with respect to which Executive is not substantially involved with the "Services." Employee covenants to render and perform his/her Services to management or operation of the best entity in which Executive has invested (provided that no such investment in publicly traded equity securities or other property may exceed 5% of Employee's ability and the equity of any entity, without the prior approval of the Board) or from serving, subject to the terms prior approval of this Agreement. (b) During his/her employment under this Agreementthe Board, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise as a duty member of loyalty boards of directors or as a trustee of any other corporation, association or entity, to the Company, acting in good faith, as an honest and prudent person, in a manner extent that Employee believes is in the best interests any of the Company and in a manner that will promote its goodwillabove activities do not materially interfere with the performance of his duties hereunder. Except as expressly agreed in writing between Convergent and EmployeeFor purposes of the preceding sentence, Employee any approval by the Board required therein shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsunreasonably withheld.

Employment. (a) Convergent Subject to the terms and conditions herein set forth, the Managing Dealer hereby employs Employee the Broker to use its best efforts to sell for the account of the Company a portion of the Shares described in the Registration Statement, as its Managing Director, and Employee specified on Exhibit A hereto. The Broker hereby accepts such employment. Employee shall directly supervise employment and have primary responsibility for those specific functions covenants, warrants and duties that are assigned agrees to sell the Shares according to all of the terms and conditions of the Registration Statement, all applicable state and federal laws, including the Securities Act of 1933, as amended, and any and all regulations and rules pertaining thereto, heretofore or hereafter issued by the CompanySEC and the NASD. Neither the Broker nor any other person shall have any authority to give any information or make any representations in connection with any offer or sale of the Shares other than as contained in the Prospectus, as amended and supplemented, and as is otherwise expressly authorized in writing by the Managing Dealer. (b) The Broker shall use its best efforts, promptly following receipt of written notice from the Managing Dealer of the effective date of the Registration Statement, to sell the Shares in such quantities and for the account of Company as shall be agreed between the Broker and the Managing Dealer and specified on Exhibit A hereto, and to such persons and according to all such terms as are contained in the Registration Statement and the Prospectus. The Broker shall comply with all requirements set forth in the Registration Statement and the Prospectus. The Broker shall use and distribute, in connection with the offer and sale of the Shares, only the Prospectus and such sales literature and advertising as shall conform in all respects to any restrictions of local law and the applicable requirements of the Securities Act of 1933, as amended, and which has been approved in writing by the Company or the Managing Dealer. The Managing Dealer reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the extent that it has received written notice thereof. (c) The Broker shall be permitted to accept subscriptions for the Shares by telephone from residents of those states identified on Schedule A attached hereto and made a part hereof provided that: (1) the registered representative and branch manager of the Broker execute the subscription agreement on behalf of any investor who subscribes for Shares by telephone; and (2) the Broker does not charge any additional fees, including, but not limited to fees relating to opening an account with the Broker, to any investor who telephonically or orally subscribes for Shares. It is understood and agreed between the Managing Dealer and the Broker that the Managing Dealer may, in its discretion, change, modify, add to or delete from the list of states identified on Schedule A. Any such modification shall be effective ten days from the date written notice to the Broker has been mailed by the Managing Dealer. The Broker shall not execute a subscription agreement on behalf of any investor who subscribes for Shares by telephone unless such investor has specifically authorized the registered representative and the branch manager of the Broker to execute the subscription agreement on behalf of such investor and has made or agreed to make full payment for all Shares covered by such subscription agreement. Notwithstanding anything contained herein to the contrary, the Broker shall have no authority to make representations on behalf of an investor or to initial representations contained in the subscription agreement on behalf of an investor. In connection with telephonic or other oral subscriptions for Shares, the Broker represents and warrants as follows: (i) that a Prospectus was delivered to the investor before the investor made a decision to invest; (ii) that the investor meets the suitability requirements set forth in the Prospectus; and (iii) that, in compliance with the NASD's President Conduct Rules, the Broker has reasonable grounds to believe that the investment in the Company is suitable for the investor, based upon information supplied by the investor to such Broker. Further, the Broker shall explain to any investor from a state identified in the Prospectus as having such additional requirements, that: (i) the investor has the right to rescind such subscription for a period of at least ten days following the date written confirmation of the subscription has been received by the investor from the Managing Dealer; and (ii) unless the investor rescinds such subscription within the applicable period of time, the investor shall be bound by the subscription agreement. (d) Notwithstanding anything to the contrary contained in Section 2 of this Agreement, in the event that the Managing Dealer pays any commission to the Broker for sale of one or more Shares, including, but not limited to those Shares sold pursuant to a telephonic or other oral subscription therefor, where representatives of the Broker execute the subscription agreement relating to such Shares, and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the commission rate established in Section 2 and Exhibit A of this Agreement, multiplied by the number of Shares as to which the subscription is rescinded. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded subscriptions. (e) All monies received for purchase of any of the Shares shall be forwarded by the Broker to the Managing Dealer for delivery to SouthTrust Bank (the "PresidentEscrow Agent"), including: strategic management; private equity placement; merger and acquisition advisory services; where such monies will be deposited in an escrow account established by the Company solely for such subscriptions. The Broker may accept checks made payable to either the Company or the Escrow Agent. Subscriptions will be executed as well described in the Registration Statement or as serving in interim management, special directed by the Managing Dealer. The monies shall be deposited or transmitted by the Broker to the Managing Dealer no later than the close of business advisory, and director positions for clients of the Companyfirst business day after receipt of the subscription documents by the Broker; provided, all of which however, that if the Broker maintains a branch office, the branch office shall be referred to collectively in transmit the body of this Agreement as the "Services." Employee covenants to render subscription documents and perform his/her Services check to the best Broker by the close of Employee's ability business on the first business day following their receipt by the branch office and subject the Broker shall review the subscription documents and check to ensure their proper execution and form and, if they are acceptable, transmit the check to the Managing Dealer by the close of business on the first business day after their receipt by the Broker. Pursuant to the terms of the Managing Dealer Agreement, the Managing Dealer will transmit the check or monies to the Escrow Agent by no later than the close of business on the first business day after the check is received from the Broker. (f) During the full term of this Agreement, the Managing Dealer shall have full authority to take such action as it may deem advisable in respect to all matters pertaining to the performance of the Broker under this Agreement. (bg) During his/her employment The Shares shall be offered and sold by the Broker only where the Shares may be legally offered and sold, and only to such persons in such states who shall be legally qualified to purchase the Shares. The Managing Dealer shall give the Broker written notice at the time of effectiveness of those states in which the offering and sale of Shares may be made, and shall amend such notice thereafter as additional states are added; no Shares shall be offered or sold in any other states. (h) The Broker shall have no obligation under this AgreementAgreement to purchase any of the Shares for its own account. (i) The Broker will use every reasonable effort to assure that Shares are sold only to investors who: (1) meet the investor suitability standards, Employee shall devote substantially full time including the minimum income and attention exclusively to rendering Services to Convergent net worth standard established by the Company, and minimum purchase requirements set forth in the position described in Subparagraph Registration Statement; (2) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (3) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (4) have apparent understanding of: (a) above. Employee will at all times exercise a duty the fundamental risks of loyalty the investment; (b) the risk that the prospective investor may lose the entire investment; (c) the lack of liquidity of the Shares; (d) the restrictions on transferability of the Shares; (e) the background and qualifications of the officers and directors of CNL Hospitality Corp., the advisor to the CompanyCompany (the "Advisor"); and (f) the tax consequences of an investment in the Shares. The Broker will make the determinations required to be made by it pursuant to subparagraph (i) based on information it has obtained from a prospective investor, acting in good faithincluding, at a minimum, but not limited to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as an honest well as any other pertinent factors deemed by the Broker to be relevant. (j) In addition to complying with the provisions of subparagraph (i) above, and prudent personnot in limitation of any other obligations of the Broker to determine suitability imposed by state or federal law, the Broker agrees that it will comply fully with all of the applicable provisions of the NASD's Conduct Rules, and the following provisions: (1) The Broker shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Broker, that (A) each investor to whom the Broker sells Shares is or will be in a manner that Employee believes is financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the best interests Shares, (B) each investor to whom the Broker sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom it sells Shares, and the Broker shall maintain files disclosing the basis upon which the determination of suitability was made; (2) The Broker shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the Company transaction by the investor; (3) The Broker shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequately and accurately disclosed in the Registration Statement and provide a manner that will promote its goodwill. Except basis for evaluating the Shares; (4) In making the determination set forth in subparagraph (3) above, the Broker shall evaluate items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, appraisals, as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with well as any other business information deemed pertinent by it; (5) If the Broker relies upon the results of any inquiry conducted by another member of the NASD with respect to the obligations set forth in subparagraphs (3) or (4) above, the Broker shall have reasonable grounds to believe that would limit Employeesuch inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not a sponsor or an affiliate of the sponsor of the Company; and (6) Prior to executing a purchase transaction in the Shares, the Broker shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (k) The Broker agrees that it will comply with Rules 2730, 2740 and 2750 of the NASD's ability Conduct Rules. (l) The Broker agrees to perform this Agreementretain in its files, for a period of at least six (6) years, information which will establish that each purchaser of Shares falls within the permitted class of investors. (m) The Broker shall not, directly or indirectly, alone pay or award any finder's fees, commissions or other compensation to any persons engaged by a potential investor for investment advice as an inducement to such advisor to advise the potential investor to purchase Shares in association the Company. (n) The Broker either (i) shall not purchase Shares for its own account or (ii) shall hold for investment any Shares purchased for its own account. (o) The Broker hereby confirms that it is familiar with othersSecurities Act Release No. 4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, without relating to the express written approval distribution of preliminary and final prospectuses, and confirms that it has and will comply therewith. (p) The Broker shall not in any way participate in, or effect the sale or transfer of Shares in connection with, a tender offer with respect to shares of the Company's President. Employee maycommon stock, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial offer is subject to Convergent or to Section 14(d)(1) of the Employee's personal development. Employee will not accept any position Securities Exchange Act of 1934, as a director or advisor of a company that is a client amended, other than with the written consent of the Company except as arranged through and/or the CompanyManaging Dealer. (q) Neither the Broker, and all compensation and nor any officer, director, employee or agent of the Broker, shall disclose to any person, other benefits than an officer, director, employee or agent of the Broker, any password relating to a restricted website or portion of a website provided to such Broker in connection with any offering. Neither the Broker, nor any officer, director, employee or agent of the Broker, shall disclose to any person, other than an officer, director, employee or agent of the Broker, any material downloaded from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management restricted website or operationsportion of a website.

Employment. (a) Convergent Subject to the terms and conditions herein set forth, the Managing Dealer hereby employs Employee the Broker to use its best efforts to sell for the account of the Company a portion of the Shares described in the Registration Statement, as its Managing Director, and Employee specified on Exhibit A hereto. The Broker hereby accepts such employment. Employee shall directly supervise employment and have primary responsibility for those specific functions covenants, warrants and duties that are assigned agrees to sell the Shares according to all of the terms and conditions of the Registration Statement, all applicable state and federal laws, including the Securities Act of 1933, as amended, and any and all regulations and rules pertaining thereto, heretofore or hereafter issued by the CompanySEC and the NASD. Neither the Broker nor any other person shall have any authority to give any information or make any representations in connection with any offer or sale of the Shares other than as contained in the Prospectus, as amended and supplemented, and as is otherwise expressly authorized in writing by the Managing Dealer. (b) The Broker shall use its best efforts, promptly following receipt of written notice from the Managing Dealer of the effective date of the Registration Statement, to sell the Shares in such quantities and for the account of Company as shall be agreed between the Broker and the Managing Dealer and specified on Exhibit A hereto, and to such persons and according to all such terms as are contained in the Registration Statement and the Prospectus. The Broker shall comply with all requirements set forth in the Registration Statement and the Prospectus. The Broker shall use and distribute, in connection with the offer and sale of the Shares, only the Prospectus and such sales literature and advertising as shall conform in all respects to any restrictions of local law and the applicable requirements of the Securities Act of 1933, as amended, and which has been approved in writing by the Company or the Managing Dealer. The Managing Dealer reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the extent that it has received written notice thereof. (c) The Broker shall be permitted to accept subscriptions for the Shares by telephone from residents of those states identified on Schedule A attached hereto and made a part hereof provided that: (1) the registered representative and branch manager of the Broker execute the subscription agreement on behalf of any investor who subscribes for Shares by telephone; and (2) the Broker does not charge any additional fees, including but not limited to fees relating to opening an account with the Broker, to any investor who telephonically or orally subscribes for Shares. It is understood and agreed between the Managing Dealer and the Broker that the Managing Dealer may, in its discretion, change, modify, add to or delete from the list of states identified on Schedule A. Any such modification shall be effective ten days from the date written notice to the Broker has been mailed by the Managing Dealer. The Broker shall not execute a subscription agreement on behalf of any investor who subscribes for Shares by telephone unless such investor has specifically authorized the registered representative and the branch manager of the Broker to execute the subscription agreement on behalf of such investor and has made or agreed to make full payment for all Shares covered by such subscription agreement. Notwithstanding anything contained herein to the contrary, the Broker shall have no authority to make representations on behalf of an investor or to initial representations contained in the subscription agreement on behalf of an investor. In connection with telephonic or other oral subscriptions for Shares, the Broker represents and warrants as follows: (i) that a Prospectus was delivered to the investor before the investor made a decision to invest; (ii) that the investor meets the suitability requirements set forth in the Prospectus; and (iii) that, in compliance with the NASD's President Conduct Rules, the Broker has reasonable grounds to believe that the investment in the Company is suitable for the investor, based upon information supplied by the investor to such Broker. Further, the Broker shall explain to any investor from a state identified in the Prospectus as having such additional requirements, that: (i) the investor has the right to rescind such subscription for a period of at least ten days following the date written confirmation of the subscription has been received by the investor from the Managing Dealer; and (ii) unless the investor rescinds such subscription within the applicable period of time, the investor shall be bound by the subscription agreement. (d) Notwithstanding anything to the contrary contained in Section 2 of this Agreement, in the event that the Managing Dealer pays any commission to the Broker for sale of one or more Shares, including, but not limited to, those Shares sold pursuant to a telephonic or other oral subscription therefor, where representatives of the Broker execute the subscription agreement relating to such Shares, and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the commission rate established in Section 2 and Exhibit A of this Agreement, multiplied by the number of Shares as to which the subscription is rescinded. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded subscriptions. (e) All monies received for purchase of any of the Shares shall be forwarded by the Broker to the Managing Dealer for delivery to SouthTrust Bank (the "PresidentEscrow Agent"), including: strategic management; private equity placement; merger and acquisition advisory services; where such monies will be deposited in an escrow account established by the Company solely for such subscriptions. The Broker may accept checks made payable to either the Company or the Escrow Agent. Subscriptions will be executed as well described in the Registration Statement or as serving in interim management, special directed by the Managing Dealer. The monies shall be deposited or transmitted by the Broker to the Managing Dealer no later than the close of business advisory, and director positions for clients of the Companyfirst business day after receipt of the subscription documents by the Broker; provided, all of which however, that if the Broker maintains a branch office, the branch office shall be referred to collectively in transmit the body of this Agreement as the "Services." Employee covenants to render subscription documents and perform his/her Services check to the best Broker by the close of Employee's ability business on the first business day following their receipt by the branch office and subject the Broker shall review the subscription documents and check to ensure their proper execution and form and, if they are acceptable, transmit the check to the Managing Dealer by the close of business on the first business day after their receipt by the Broker. Pursuant to the terms of the Managing Dealer Agreement, the Managing Dealer will transmit the check or monies to the Escrow Agent by no later than the close of business on the first business day after the check is received from the Broker. (f) During the full term of this Agreement the Managing Dealer shall have full authority to take such action as it may deem advisable in respect to all matters pertaining to the performance of the Broker under this Agreement. (bg) During his/her employment The Shares shall be offered and sold by the Broker only where the Shares may be legally offered and sold, and only to such persons in such states who shall be legally qualified to purchase the Shares. The Managing Dealer shall give the Broker written notice at the time of effectiveness of those states in which the offering and sale of Shares may be made, and shall amend such notice thereafter as additional states are added; no Shares shall be offered or sold in any other states. (h) The Broker shall have no obligation under this AgreementAgreement to purchase any of the Shares for its own account. (i) The Broker will use every reasonable effort to assure that Shares are sold only to investors who: (1) meet the investor suitability standards, Employee shall devote substantially full time including the minimum income and attention exclusively to rendering Services to Convergent net worth standard established by the Company, and minimum purchase requirements set forth in the position described in Subparagraph Registration Statement; (2) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (3) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (4) have apparent understanding of: (a) above. Employee will at all times exercise a duty the fundamental risks of loyalty the investment; (b) the risk that the prospective investor may lose the entire investment; (c) the lack of liquidity of the Shares; (d) the restrictions on transferability of the Shares; (e) the background and qualifications of the officers and directors of CNL Retirement Corp., the advisor to the CompanyCompany (the "Advisor"); and (f) the tax consequences of an investment in the Shares. The Broker will make the determinations required to be made by it pursuant to subparagraph (i) based on information it has obtained from a prospective investor, acting in good faithincluding, at a minimum, but not limited to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as an honest well as any other pertinent factors deemed by the Broker to be relevant. (j) In addition to complying with the provisions of subparagraph (i) above, and prudent personnot in limitation of any other obligations of the Broker to determine suitability imposed by state or federal law, the Broker agrees that it will comply fully with all of the applicable provisions of the NASD's Conduct Rules, and the following provisions: (1) The Broker shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Broker, that (A) each investor to whom the Broker sells Shares is or will be in a manner that Employee believes is financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the best interests Shares, (B) each investor to whom the Broker sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom it sells Shares, and the Broker shall maintain files disclosing the basis upon which the determination of suitability was made; (2) The Broker shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the Company transaction by the investor; (3) The Broker shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequately and accurately disclosed in the Registration Statement and provide a manner that will promote its goodwill. Except basis for evaluating the Shares; (4) In making the determination set forth in subparagraph (3) above, the Broker shall evaluate items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, appraisals, as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with well as any other business information deemed pertinent by it; (5) If the Broker relies upon the results of any inquiry conducted by another member of the NASD with respect to the obligations set forth in subparagraphs (3) or (4) above, the Broker shall have reasonable grounds to believe that would limit Employeesuch inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not a sponsor or an affiliate of the sponsor of the Company; and (6) Prior to executing a purchase transaction in the Shares, the Broker shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (k) The Broker agrees that it will comply with Rules 2730, 2740 and 2750 of the NASD's ability Conduct Rules. (l) The Broker agrees to perform this Agreementretain in its files, for a period of at least six (6) years, information which will establish that each purchaser of Shares falls within the permitted class of investors. (m) The Broker shall not, directly or indirectly, alone pay or award any finder's fees, commissions or other compensation to any persons engaged by a potential investor for investment advice as an inducement to such advisor to advise the potential investor to purchase Shares in association the Company. (n) The Broker either (i) shall not purchase Shares for its own account or (ii) shall hold for investment any Shares purchased for its own account. (o) The Broker hereby confirms that it is familiar with othersSecurities Act Release No. 4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, without relating to the express written approval distribution of preliminary and final prospectuses, and confirms that it has and will comply therewith. (p) The Broker shall not in any way participate in, or effect the sale or transfer of Shares in connection with, a tender offer with respect to shares of the Company's President. Employee maycommon stock, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial offer is subject to Convergent or to Section 14(d)(1) of the Employee's personal development. Employee will not accept any position Securities Exchange Act of 1934, as a director or advisor of a company that is a client amended, other than with the written consent of the Company except as arranged through and/or the CompanyManaging Dealer. (q) Neither the Broker, and all compensation and nor any officer, director, employee or agent of the Broker, shall disclose to any person, other benefits than an officer, director, employee or agent of the Broker, any password relating to a restricted website or portion of a website provided to such Broker in connection with any offering. Neither the Broker, nor any officer, director, employee or agent of the Broker, shall disclose to any person, other than an officer, director, employee or agent of the Broker, any material downloaded from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management restricted website or operationsportion of a website.

Employment. (a) Convergent hereby employs The Company agrees to employ Employee as its Managing DirectorExecutive Vice President XXX.xxx, Marketing and Content and Chief Executive Officer of Xxxxx.xxx, and Employee hereby accepts and agrees to such employment. During Employee’s employment with the Company, Employee shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Employee’s position and shall render such services on the terms set forth herein. During Employee’s employment with the Company, Employee shall report directly supervise and to the CEO, IAC Retailing or to such person(s) as from time to time may be designated by the Company (hereinafter referred to as the “Reporting Officer”). Employee shall have primary responsibility for those specific functions such powers and duties that are with respect to the Company as may reasonably be assigned to Employee by the Reporting Officer, to the extent consistent with Employee’s position and status. Employee agrees to devote all of Employee’s working time, attention and efforts to the Company and to perform the duties of Employee’s position in accordance with the Company's President ’s policies as in effect from time to time. Employee’s principal place of employment shall be HSN’s offices located in St. Petersburg, Florida. Notwithstanding the foregoing paragraph, Employee will endeavor to hire a general manager for Xxxxx.xxx, which hire shall be satisfactory to IAC, to assume day-to-day operating authority over that business. Upon hiring the new general manager, Employee shall no longer hold the position of Chief Executive Officer of Xxxxx.xxx and shall, through December 31, 2008, assist with transition matters relating to Xxxxx.xxx and otherwise be available for consultation with, and provide assistance to, Xxxxx.xxx concerning its general operations ("President"collectively, the “Consulting Services”), including: strategic management; private equity placement; merger in each case as may be reasonably requested by IAC or Xxxxx.xxx. To the extent Employee or the Company reasonably believes that the provision of the Consulting Services is interfering with Employee’s ability to perform his duties for the Company as provided hereunder, Employee, the Company and acquisition advisory services; IAC shall work together to find a mutually satisfactory solution that will enable Employee to perform his Company related duties as required, as well as serving in interim managementprovide the Consulting Services. However, special business advisory, and director positions for clients of the Company, all of which shall be referred notwithstanding any action taken pursuant to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this AgreementParagraph, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in remain considered the position described in Subparagraph (a) above. Employee will at all times exercise a duty Chief Executive Officer of loyalty to Xxxxx.xxx for the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests purpose of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and EmployeeRestricted Stock Unit Agreement dated December 30, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement2004 among GiftCo, directly or indirectlyInc., alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, IAC and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationspersons listed on Exhibit A thereto (the “Gifts RSU Agreement”).

Employment. (a) Convergent Subject to the terms and conditions herein set forth, the Managing Dealer hereby employs Employee the Broker to use its best efforts to sell for the account of the Company a portion of the Shares described in the Registration Statement, as its Managing Director, and Employee specified on Exhibit A hereto. The Broker hereby accepts such employment. Employee shall directly supervise employment and have primary responsibility for those specific functions covenants, warrants and duties that are assigned agrees to sell the Shares according to all of the terms and conditions of the Registration Statement, all applicable state and federal laws, including the Securities Act of 1933, as amended, and any and all regulations and rules pertaining thereto, heretofore or hereafter issued by the CompanySEC and the NASD. Neither the Broker nor any other person shall have any authority to give any information or make any representations in connection with any offer or sale of the Shares other than as contained in the Prospectus, as amended and supplemented, and as is otherwise expressly authorized in writing by the Managing Dealer. (b) The Broker shall use its best efforts, promptly following receipt of written notice from the Managing Dealer of the effective date of the Registration Statement, to sell the Shares in such quantities and for the account of Company as shall be agreed between the Broker and the Managing Dealer and specified on Exhibit A hereto, and to such persons and according to all such terms as are contained in the Registration Statement and the Prospectus. The Broker shall comply with all requirements set forth in the Registration Statement and the Prospectus. The Broker shall use and distribute, in connection with the offer and sale of the Shares, only the Prospectus and such sales literature and advertising as shall conform in all respects to any restrictions of local law and the applicable requirements of the Securities Act of 1933, as amended, and which has been approved in writing by the Company or the Managing Dealer. The Managing Dealer reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the extent that it has received written notice thereof. (c) The Broker shall be permitted to accept subscriptions for the Shares by telephone from residents of those states identified on Schedule A attached hereto and made a part hereof provided that: (1) the registered representative and branch manager of the Broker execute the subscription agreement on behalf of any investor who subscribes for Shares by telephone; and (2) the Broker does not charge any additional fees, including, but not limited to fees relating to opening an account with the Broker, to any investor who telephonically or orally subscribes for Shares. It is understood and agreed between the Managing Dealer and the Broker that the Managing Dealer may, in its discretion, change, modify, add to or delete from the list of states identified on Schedule A. Any such modification shall be effective ten days from the date written notice to the Broker has been mailed by the Managing Dealer. The Broker shall not execute a subscription agreement on behalf of any investor who subscribes for Shares by telephone unless such investor has specifically authorized the registered representative and the branch manager of the Broker to execute the subscription agreement on behalf of such investor and has made or agreed to make full payment for all Shares covered by such subscription agreement. Notwithstanding anything contained herein to the contrary, the Broker shall have no authority to make representations on behalf of an investor or to initial representations contained in the subscription agreement on behalf of an investor. In connection with telephonic or other oral subscriptions for Shares, the Broker represents and warrants as follows: (i) that a Prospectus was delivered to the investor before the investor made a decision to invest; (ii) that the investor meets the suitability requirements set forth in the Prospectus; and (iii) that, in compliance with the NASD's President Conduct Rules, the Broker has reasonable grounds to believe that the investment in the Company is suitable for the investor, based upon information supplied by the investor to such Broker. Further, the Broker shall explain to any investor from a state identified in the Prospectus as having such additional requirements, that: (i) the investor has the right to rescind such subscription for a period of at least ten days following the date written confirmation of the subscription has been received by the investor from the Managing Dealer; and (ii) unless the investor rescinds such subscription within the applicable period of time, the investor shall be bound by the subscription agreement. (d) Notwithstanding anything to the contrary contained in Section 2 of this Agreement, in the event that the Managing Dealer pays any commission to the Broker for sale of one or more Shares, including, but not limited to those Shares sold pursuant to a telephonic or other oral subscription therefor, where representatives of the Broker execute the subscription agreement relating to such Shares, and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the commission rate established in Section 2 and Exhibit A of this Agreement, multiplied by the number of Shares as to which the subscription is rescinded. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded subscriptions. (e) All monies received for purchase of any of the Shares shall be forwarded by the Broker to the Managing Dealer for delivery to SouthTrust Asset Management Company of Florida, N.A. (the "PresidentEscrow Agent"), including: strategic management; private equity placement; merger and acquisition advisory services; where such monies will be deposited in an escrow account established by the Company solely for such subscriptions. The Broker may accept checks made payable to either the Company or the Escrow Agent. Subscriptions will be executed as well described in the Registration Statement or as serving in interim management, special directed by the Managing Dealer. The monies shall be deposited or transmitted by the Broker to the Managing Dealer no later than the close of business advisory, and director positions for clients of the Companyfirst business day after receipt of the subscription documents by the Broker; provided, all of which however, that if the Broker maintains a branch office, the branch office shall be referred to collectively in transmit the body of this Agreement as the "Services." Employee covenants to render subscription documents and perform his/her Services check to the best Broker by the close of Employee's ability business on the first business day following their receipt by the branch office and subject the Broker shall review the subscription documents and check to ensure their proper execution and form and, if they are acceptable, transmit the check to the Managing Dealer by the close of business on the first business day after their receipt by the Broker. Pursuant to the terms of the Managing Dealer Agreement, the Managing Dealer will transmit the check or monies to the Escrow Agent by no later than the close of business on the first business day after the check is received from the Broker. (f) During the full term of this Agreement, the Managing Dealer shall have full authority to take such action as it may deem advisable in respect to all matters pertaining to the performance of the Broker under this Agreement. (bg) During his/her employment The Shares shall be offered and sold by the Broker only where the Shares may be legally offered and sold, and only to such persons in such states who shall be legally qualified to purchase the Shares. The Managing Dealer shall give the Broker written notice at the time of effectiveness of those states in which the offering and sale of Shares may be made, and shall amend such notice thereafter as additional states are added; no Shares shall be offered or sold in any other states. (h) The Broker shall have no obligation under this AgreementAgreement to purchase any of the Shares for its own account. (i) The Broker will use every reasonable effort to assure that Shares are sold only to investors who: (1) meet the investor suitability standards, Employee shall devote substantially full time including the minimum income and attention exclusively to rendering Services to Convergent net worth standard established by the Company, and minimum purchase requirements set forth in the position described in Subparagraph Registration Statement; (2) can reasonably benefit from the Company based on the prospective investor's overall investment objectives and portfolio structure; (3) are able to bear the economic risk of the investment based on each prospective investor's overall financial situation; and (4) have apparent understanding of: (a) above. Employee will at all times exercise a duty the fundamental risks of loyalty the investment; (b) the risk that the prospective investor may lose the entire investment; (c) the lack of liquidity of the Shares; (d) the restrictions on transferability of the Shares; (e) the background and qualifications of the officers and directors of CNL Hospitality Advisors, Inc., the advisor to the CompanyCompany (the "Advisor"); and (f) the tax consequences of an investment in the Shares. The Broker will make the determinations required to be made by it pursuant to subparagraph (i) based on information it has obtained from a prospective investor, acting in good faithincluding, at a minimum, but not limited to, the prospective investor's age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective investor, as an honest well as any other pertinent factors deemed by the Broker to be relevant. (j) In addition to complying with the provisions of subparagraph (i) above, and prudent personnot in limitation of any other obligations of the Broker to determine suitability imposed by state or federal law, the Broker agrees that it will comply fully with all of the applicable provisions of the NASD's Conduct Rules, and the following provisions: (1) The Broker shall have reasonable grounds to believe, based upon information provided by the investor concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the Broker, that (A) each investor to whom the Broker sells Shares is or will be in a manner that Employee believes is financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the best interests Shares, (B) each investor to whom the Broker sells Shares has a fair market net worth sufficient to sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C) the Shares otherwise are or will be a suitable investment for each investor to whom it sells Shares, and the Broker shall maintain files disclosing the basis upon which the determination of suitability was made; (2) The Broker shall not execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the Company transactions by the investor; (3) The Broker shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequately and accurately disclosed in the Registration Statement and provide a manner that will promote its goodwill. Except basis for evaluating the Shares; (4) In making the determination set forth in subparagraph (3) above, the Broker shall evaluate items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, appraisals, as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with well as any other business information deemed pertinent by it; (5) If the Broker relies upon the results of any inquiry conducted by another member of the NASD with respect to the obligations set forth in subparagraphs (3) or (4) above, the Broker shall have reasonable grounds to believe that would limit Employeesuch inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not a sponsor or an affiliate of the sponsor of the Company; and (6) Prior to executing a purchase transaction in the Shares, the Broker shall have informed the prospective investor of all pertinent facts relating to the liquidity and marketability of the Shares. (k) The Broker agrees that it will comply with Rules 2730, 2740 and 2750 of the NASD's ability Conduct Rules. (l) The Broker agrees to perform this Agreementretain in its files, for a period of at least six (6) years, information which will establish that each purchaser of Shares falls within the permitted class of investors. (m) The Broker shall not, directly or indirectly, alone pay or award any finder's fees, commissions or other compensation to any persons engaged by a potential investor for investment advice as an inducement to such advisor to advise the potential investor to purchase Shares in association the Company. (n) The Broker either (i) shall not purchase Shares for its own account or (ii) shall hold for investment any Shares purchased for its own account. (o) The Broker hereby confirms that it is familiar with othersSecurities Act Release No. 4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, without relating to the express written approval distribution of preliminary and final prospectuses, and confirms that it has and will comply therewith. (p) The Broker shall deliver a copy of the Articles of Incorporation of the Company with each Prospectus that is delivered to potential investors in Mississippi. (q) The Broker shall not in any way participate in, or effect the sale or transfer of Shares in connection with, a tender offer with respect to shares of the Company's President. Employee maycommon stock, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial offer is subject to Convergent or to Section 14(d)(1) of the Employee's personal development. Employee will not accept any position Securities Exchange Act of 1934, as a director or advisor of a company that is a client amended, other than with the written consent of the Company except as arranged through and/or the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsManaging Dealer.

Employment. (a) Convergent The Company hereby employs Employee as its Managing DirectorExecutive, and Employee Executive hereby accepts such employment. Employee , on the terms and subject to the conditions contained herein. (b) Executive shall directly supervise serve as the Chairman and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Executive Officer of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render Company and perform his/her Services MKHL faithfully and to the best of Employee's ability his ability. Substantially all of Executive’s business time will be dedicated to serving as Chairman and Chief Executive Officer of the Company and MKHL. Executive shall have general authority over the business of the Company and shall manage the day-to-day operations of the Company; provided, however, that Executive understands and agrees that (i) the Board of Directors of MKHL (the “Board”) will be responsible for setting overall strategic goals of MKHL and its subsidiaries (including, without limitation, the Company) and advising Executive with respect thereto, and (ii) the Board’s and/or certain of its members’ active strategic involvement in matters relating to design direction, marketing concepts, production logistics and financial objectives shall not be deemed to constitute managing day-to-day operations. Executive will report only to the Board, and, subject to any existing contractual obligations of MKHL and its subsidiaries, all other executives of the terms Company shall report to Executive, unless Executive determines otherwise. Executive acknowledges and agrees that, except as otherwise provided in accordance with Section 1(c), the Company and/or MKHL, as applicable, will be his sole employers in respect of the services contemplated by this Agreement, and the Company and/or MKHL, as applicable, will provide all payments and benefits to Executive under this Agreement. (bc) At the request of MKHL, Executive further agrees, without additional compensation, to act as an officer and/or director of subsidiaries of MKHL, other than the Company. At the direction of MKHL, any rights and obligations of the Company hereunder may be assigned, in whole or in part, to such subsidiaries; provided that the Company’s or MKHL’s, as applicable, obligations with respect to compensation and benefits, including, without limitation, Base Salary (as defined below), shall remain the Company’s or MKHL’s obligations, unless Executive consents in writing to such assignment, which such consent shall not be unreasonably withheld. (d) During his/her Executive’s employment under this Agreementhereunder, Employee MKHL and the Company shall each use its best efforts to cause Executive to be elected or appointed, as the case may be, to the position of Chairman of the Board of each of MKHL and the Company (the “Company Board”). Executive agrees that upon termination of his employment hereunder for any reason, he shall resign immediately from both the Board and the Company Board, as well as from any officerships and/or other directorships with MKHL or any of its subsidiaries. (e) Executive shall devote substantially his full business time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty and his best efforts to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests performance of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee mayhis duties hereunder; provided, however, accept service that Executive may engage in charitable, educational, civic and religious activities and may participate as a board member an investor, officer or director or otherwise manage passive personal investments owned by or for the benefit of charitable Executive or community organizations whether or not such service will be beneficial to Convergent or members of his immediate family, but only to the Employee's personal development. Employee will not accept any position as a director or advisor extent such activities and service are permitted under Section 9(c) of a company that is a client of the Company except as arranged through the Company, this Agreement and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsinterfere with the performance of Executive’s duties and responsibilities hereunder.

Employment. (a) Convergent The Company hereby employs Employee as its Managing Director, agrees to employ Executive and Employee Executive hereby accepts such employmentand agrees to be employed by the Company in the capacity of the Chief Executive Officer upon the terms and conditions hereinafter set forth in the management of the Company. Employee The Executive shall directly supervise and have primary diligently perform all services as may be assigned to his by the Board of Directors of the Company having management responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions APOTHECA for clients which the Executive will be primarily responsible managing the day to day operations of the Company, and shall exercise such power and authority as may from time-to-time be delegated to him by the Board and shall have all of the powers, authority, duties, and responsibilities usually incident to the position and role of Chief Executive Officer in private companies that are comparable in size, character, and performance to the Company. The Board may also direct Executive to perform such duties for any entities which shall be referred to collectively are now or may in the body future be direct or indirect subsidiaries of this Agreement as the Company (the "Services." Employee covenants Affiliates"), subject to render the limitation that Executive's overall time commitment is comparable to similarly situated executives. Executive shall serve the Company and perform his/her Services the Affiliates faithfully, diligently, and to the best of Employee's ability his ability. Executive agrees during the Term (as hereinafter defined) of this Agreement to devote all of his full-time business efforts, attention, energy, and subject skill to the terms performance of this Agreement. (b) During his/her his employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in furthering the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and the Affiliates. In connection with his employment by the Company, the Executive shall be based in a manner that will promote its goodwill. Except Saint Petersburg, FL area or at any Company location as expressly agreed he may determine to be appropriate for the performance of his duties, and he agrees to travel, subject to the reimbursement of expenses set forth in writing between Convergent Section 4(e) below and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to the extent reasonably necessary to perform his duties and obligations under this Agreement, directly to Company facilities and other destinations. During the Term and any Renewal Term, Executive shall not engage in any other employment or indirectly, alone occupation for any direct or in association with others, indirect remuneration without the express prior written approval consent of the Company's President. Employee may, however, accept Board; provided that the Executive may engage in community service as a board member of and other charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client activities without prior written consent of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsBoard.

Employment. (a) Convergent The Company hereby employs Employee as its Managing Directorthe Executive, and Employee hereby accepts such employment. Employee shall directly supervise the Executive agrees to serve the Company during the Employment Term (as hereinafter defined), as the Chairman, President and have primary responsibility for those specific functions and duties that are assigned by Chief Executive Officer of the Company's . As the Chairman, President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Executive Officer of the Company, all the Executive will have such duties and responsibilities as are normally associated with these positions and as are specified in the By-laws of which the Company, and such other duties and responsibilities as are assigned to the Executive by the Board of Directors of the Company that are of a nature generally performed by a chief executive officer. Without limiting the foregoing, the Company may request the Executive to serve as an officer of its Subsidiaries, and if so requested, the Executive agrees to serve as an officer of such Subsidiaries. The Executive shall be referred to collectively in responsible for the body strategic decisions of this Agreement as the "Services." Employee covenants to render Company, overseeing operations, managing the Company’s legal and perform his/her Services to the best of Employee's ability regulatory compliance and subject to the terms of this Agreementall merger and acquisition initiatives. (b) During his/her employment under this Agreement, Employee The Executive shall devote the Executive’s best efforts and substantially full all of the Executive’s business time to the performance of the Executive’s duties and attention responsibilities to the Company in accordance with this Agreement and shall perform such duties and responsibilities, faithfully, diligently and competently. The Executive shall report directly and exclusively to rendering Services the Board of Directors of the Company. All other senior executives of the Company shall report directly to Convergent in the position described in Subparagraph (a) aboveExecutive. Employee will The Executive shall at all times exercise a duty of loyalty to during the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not Employment Term be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all Executive’s employment services shall be performed at the Company’s principal offices, which during the Employment Term shall be maintained in the Los Angeles, California metropolitan area (or other such relationships with client companieslocation, as the Executive and the client must provide Directors Company may agree upon), subject to travel reasonably and Officers Insurance customarily required by the Company in connection with the Executive’s duties and appropriate indemnities for directors responsibilities to the Company. (c) Notwithstanding the foregoing, during the Employment Term, the Executive shall be entitled to devote a portion of the Executive’s business time to the Executive’s personal investments and advisors. Additionallyto charitable, Employee shall social and community activities; provided that doing so does not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsmaterially interfere with the performance of the Executive’s duties to the Company.

Employment. (a) Convergent hereby employs Employee as its Managing Director2.1 The Employment shall commence on the Commencement Date and shall continue, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the remaining terms of this Agreement, until the Expiry Date unless terminated in accordance with the provisions of Clause 3 or Clause 16.1 month prior to the Expiry Date, the Parties may by mutual written agreement extend the Employment for any such additional periods as they mutually agree, in line with the Employment Law. (b) During his/her employment under this Agreement2.2 The Job Title shall be as set out in Schedule 1. In addition to the duties and responsibilities set out in the Job Description, the Employee shall devote substantially full perform other duties and responsibilities associated with such position that may be assigned by the Board of Directors from time to time. 2.3 The Employee represents and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty warrants to the CompanyCompany that, acting by entering into this Agreement or performing any of his obligations under it, he will not be in good faithbreach of any court order or any express or implied terms of any contract or other obligation binding on him and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as an honest a result of such breach. 2.4 The Employee agrees that the Company may modify or alter the Job Description and prudent personassigned duties without additional compensation to the Employee, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected accordance with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's Presidentneeds and market conditions. Employee may, however, accept service The Parties acknowledge and agree that any such change of duties and responsibilities will not amount to or constitute an arbitrary dismissal under the Employment Law so long as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or the change in duties and responsibilities are comparable to the Employee's personal development. then existing duties and commensurate with the position then held by the Employee. 2.5 The Employment is expressly dependent upon the Employee will not accept any position as a director or advisor of a company that is a client of being medically fit to reside and work in the Company except as arranged through Territory and the CompanyEmployment being and continuing to be permitted by the appropriate authorities in the Territory, and upon the Employee holding and continuing to hold a valid residence visa, work permit and all compensation other requisite permissions and other benefits approvals from the appropriate authorities in such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsTerritory.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by A. On the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability terms and subject to the terms conditions hereinafter set forth, and beginning as of this Agreementthe Effective Date, the Company will employ the Employee as Vice Chairman of the Board, Chief Financial Officer, Executive Vice President and Secretary of Company and the Employee will serve in the Company's employ in that position. The Employee shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company and corporations Affiliated with the Company as are commensurate and consistent with the employment as Vice Chairman of the Board, Chief Financial Officer, Executive Vice President and Secretary of the Company. The Employee also shall have such additional powers, authority, functions, duties and responsibilities as may be assigned to him by the Board (excluding the voting participation of Employee); provided that, without the Employee's written consent, such additional powers, authority, functions, duties and responsibilities shall B. The Employee shall not, at any time during the Employment, engage in any other activities unless these activities do not interfere materially with the Employee's duties and responsibilities for the Company at that time, except that the Employee shall be entitled, subject to the provisions of Section 7, (a) to continue with such activities as the Employee has carried on prior to the Effective Date, including making and managing his personal investments and participating in other business, church or civic activities provided that such activities do not include a Beneficial Ownership interest in a competitor, supplier or customer of the Company other than an investment in a Publicly Traded company of which Employee is not an employee, officer, director or partner that does not exceed 5% of the outstanding voting shares of voting stock. (b) During his/her employment under this Agreementto serve on civic boards, Employee non-profit boards, charitable boards or committees and trade associations or similar boards of committees. (c) to serve on for-profit business boards of directors if Employer's consent shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Companyhave been obtained, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee which consent shall not unreasonably be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationswithheld.

Employment. (a) Convergent The Bank hereby employs Employee as its Managing Directoragrees to employ Employee, and Employee hereby accepts agrees to serve as an officer of the Bank, all upon the terms and conditions stated herein. As an officer of the Bank, Employee will (i) serve as Sr. Vice President of the Bank, and (ii) have such employmentother duties and responsibilities, and render to the Bank such other management services, as are customary for persons in Employee’s position with the Bank or as shall otherwise be reasonably assigned to his/her from time to time by the Bank. Employee shall directly supervise faithfully and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform diligently discharge his/her Services to the best of Employee's ability duties and subject to the terms of responsibilities under this Agreement. (b) During Agreement and shall use his/her employment under this Agreement, best efforts to implement the policies established by the Bank. Employee shall hereby agrees to devote substantially full such number of hours of his/her working time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty endeavors to the Companyemployment granted hereunder as Employee and the Bank shall deem to be necessary to discharge his/her duties hereunder, acting in good faithand, for so long as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeeemployment hereunder shall exist, Employee shall not be employed by or connected with engage in any other occupation which requires a significant amount of Employee’s personal attention during the Bank’s regular business that would limit hours or which otherwise interferes with Employee's ability ’s attention to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval performance of his/her duties and responsibilities as an officer of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to Bank hereunder except with the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client prior written consent of the Company except as arranged through the CompanyBank. However, nothing herein contained shall restrict or prevent Employee from personally, and all compensation and for Employee’s own account, trading in stocks, bonds, securities, real estate or other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities forms of investment for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments Employee’s own benefit so long as said activities do not require interfere with Employee's participation in management ’s attention to or operationsperformance of his/her duties and responsibilities as an officer of the Bank hereunder.

Employment. Employee is being hired as Chief Executive Officer, effective May 30, 2011 . Employee shall (a) Convergent hereby employs Employee as its Managing Directordevote his professional entire time, attention, and energies to his position, (b) use his best efforts to promote the interests of Employer; (c) perform faithfully and efficiently his responsibilities and duties, and (d) refrain from any endeavor outside of employment which interferes with his ability to perform his obligations hereunder provided that the Employee hereby accepts may manage personal investments, participate in industry, trade, professional, and academic activities, and, after the first anniversary of the effective date of this Agreement and with the prior approval of the Board of Directors, service on the board of directors or board committees of not more than two for-profit businesses that do not compete with the Company, provided that such employmentactivities do not materially interfere with the performance of his duties to the Company. Employee shall directly supervise report to and have primary responsibility for those specific functions be under the supervision and direction of the Board of Directors, and perform his job duties subject to their general supervision, orders, advice and direction. Employee shall perform the duties normally associated with the position and/or such duties as delegated and assigned by the Company that are assigned consistent with his position as Chief Executive Officer, and shall have the responsibility and authority customary for a Chief Executive Officer of a business comparable to the Company in the United States. Employee additionally agrees to abide by any pre-employment hiring procedures, general employment guidelines or policies adopted by Employer such as those detailed in an employer's handbook, as such guidelines or policies may be implemented and/or amended from time to time. Upon commencement of employment, Employee shall thereafter be nominated to serve on the Board of Directors. Both during the term of the Agreement and thereafter Employee will be entitled to be indemnified against any claims asserted against him that relate to his employment or service of the Board of Directors of the Company and all expenses of defending such claims, including reasonable attorneys fees, to the fullest extent permitted by law, to have the costs of defending against any such claims advanced to him as incurred with an obligation to repay such costs if it is subsequently determined by a final judgment that he was not entitled to indemnification, and to be covered by the Company's President ("President"), including: strategic management; private equity placement; merger Director and acquisition advisory services; Officer's insurance policy as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes it is in effect from time to time at the best interests of the Company and in a manner that will promote its goodwill. Except same level as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide current Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsmost senior officers.

Employment. (a) Convergent hereby employs Company agrees to employ Employee as its Managing Directorin the Employment Position, and Employee hereby accepts agrees to be employed by Company in the Employment Position, reporting to the Board of Directors of Company, on the terms and conditions hereinafter set forth. Notwithstanding the aforesaid, Employee acknowledges and agrees that Company may change Employee’s position to co-CEO or President in connection with hiring and/or engaging another Chief Executive Officer and/or co-CEO and/or President to Company and/or any of its affiliates (the “New Officer”). The selection and appointment of such employmentNew Officer shall be made by the Board of Directors of Company, following a diligent screening process in accordance with industry practice, of which, Employee shall be part. Employee shall directly supervise hereby agrees to be employed by Company in such capacity and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render discharge and perform his/her Services faithfully and to the best of Employee's her ability such duties and subject services of an executive, administrative and managerial nature consistent with her Employment Position, as may be amended, as shall be specified and determined from time to time by the Board of Directors of Company. Notwithstanding the aforesaid, Employee shall continue to report directly to the terms Board of this AgreementDirectors of Company in the event New Officer is appointed. Subject to the aforesaid, Employee hereby waives and claims and/or suits with respect to the appointment of such New Officer. Employee’s duties and responsibilities shall be those duties and responsibilities customarily performed by an employee in the Employment Position. (b) During his/her the term of Employment hereunder, Employee agrees to devote skill, labor, attention and time to the business and affairs of Company as required to discharge the responsibilities assigned to Employee hereunder. (c) Employee shall perform Employee’s duties diligently, conscientiously and in furtherance of Company’s best interests, exercising the authority, powers, functions, and duties that attach to the Employment Position. In the event that Employee shall discover that she has or might have any conflict of interest with the duties required of Employee by virtue of Employee s employment under with Company, immediately upon such discovery Employee shall so inform the Board of Directors of Company in writing. (d) Employee’s duties shall be in the nature of management duties that demand a special level of loyalty and accordingly the Work Hours and Rest Law 1951, including any law amending or replacing such law, shall not apply to this Agreement, Employee shall devote substantially full time . The parties hereto confirm that this is a personal services contract and attention exclusively to rendering Services to Convergent in that the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to relationship between the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee parties hereto shall not be employed subject to any general or special collective employment agreement or any industry custom or practice, or practice of Company in respect of any of its other employees or contractors. Employee agrees that the execution and delivery by or connected Employee of this Agreement and the fulfillment of the terms hereof (i) does not conflict with any other business that would limit Employee's ability to perform this Agreement, directly agreement or indirectly, alone or in association with others, without the express written approval of the Company's President. undertaking by which Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, bound; and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do (ii) does not require Employee's participation in management the consent of any person or operationsentity.

Employment. (a) Convergent BTFHC hereby employs Employee in the capacity of Executive Vice President, Chief Financial Officer. BTFHC may employ Employee in such other capacities of equal status and responsibility as its Managing Directorthe Chief Executive Officer of BTFHC, or his designated representative, shall reasonably determine, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to employment upon the terms of this Agreementand conditions herein set forth. (b) During his/her employment under this Agreementthe term of his employment, Employee will devote his best efforts to his employment and perform such duties consistent with his status as a senior executive in such capacities as the Chief Executive Officer of BTFHC shall reasonably assign to him. Employee will devote substantially full his entire working time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Companybusiness and related interests of, acting in good faithand will be loyal to, as an honest BTFHC, and prudent person, in a manner that Employee believes is in the best interests agrees to render service on behalf of the Company BTFHC and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, subsidiaries or affiliates. (c) Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreementnot, without prior written consent of BTFHC, directly or indirectly, alone or during the term of this Employment Agreement: (i) Other than in association with othersthe performance of duties naturally inherent to BTFHC's business and in furtherance thereof, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor render services of a company that is a client of the Company except as arranged through the Companybusiness, and all professional or commercial nature to any other person or firm, whether for compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companiesor otherwise, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee but this shall not be prohibited construed as preventing the Employee from making passive investments investing his assets in other noncompeting businesses, provided such form or manner as will not require any services on the part of the Employee in the operation of the affairs of the companies in which such investments are made and which are not in violation of subparagraph (ii) below or from engaging in Boards of Directors (subject to the approval of BTFHC's Chief Executive Officer) or charitable activities so long as such activities do not require interfere with the performance of Employee's participation duties hereunder; (ii) Engage in management any activity competitive with or operationsadverse to BTFHC's business or welfare, whether alone, as a partner, or as an officer, director, employee or shareholder of any other corporation, or otherwise, directly or indirectly, except that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this subparagraph (ii); (iii) Be engaged by any entity which conducts business with or acts as consultant or advisor to BTFHC, whether alone, as a partner, or as an officer, director, employee or shareholder, or otherwise, directly or indirectly, except that ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this subparagraph (iii).

Employment. (a) Convergent The Company hereby employs Employee as its Managing Directoragrees to employ the Executive upon the terms and conditions herein contained, and Employee the Executive hereby accepts agrees to accept such employmentemployment for the term described below. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by The Executive agrees to serve as the Company's President ("President"), including: strategic management; private equity placement; merger ’s Medical Director and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of Secretary during the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms term of this Agreement. (b) During his/her employment under . In such capacity, the Executive shall have the authorities, functions, powers, duties and responsibilities that are customarily associated with such positions and as the Chief Executive Officer may reasonably assign to him from time to time consistent with such positions. Throughout the term of this Agreement, Employee the Executive shall devote his best efforts and substantially full all of his business time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty services to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companiesExecutive currently serves on the board of directors of the entities set forth on the attached Exhibit A. Nothing herein shall preclude Executive from (i) providing physician services for up to two (2) days per week pursuant to the Physician Agreement, and (ii) serving or continuing to serve on the client must provide Directors and Officers Insurance and appropriate indemnities for board of directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments of entities that do not require Employee's participation compete with the Company and to the extent such service does not materially interfere with Executive’s performance under this Agreement or the Physician Agreement; provided that Executive will not agree to serve or actually serve on the board of directors of any entity for which he has not previously served without first notifying the Board or (iii) serving or continuing to serve on the boards or advisory committees of medical, charitable or other similar organizations to the extent such service does not materially interfere with Executive’s performance under this Agreement or the Physician Agreement. As periodically requested by the Board, Executive shall use commercially reasonable efforts to assist the Board in management determining whether Executive’s membership on the board of directors or operationsany other involvement with any entity could reasonably be expected to result in health care compliance issues or liability for the Company or any of its subsidiaries, affiliates and/or joint ventures and to take such actions as are reasonably requested by the Board to remedy and/or mitigate any such issues or liability identified by the Board.

Employment. (a) Convergent The Company hereby employs Employee as its Managing Directoragrees to employ the Executive upon the terms and conditions herein contained, and Employee the Executive hereby accepts agrees to accept such employmentemployment for the term described below. Employee The Executive agrees to serve as the Company’s Chief Executive Officer during the term of this Agreement. In such capacity, the Executive shall directly supervise have the authorities, functions, powers, duties and have primary responsibility for those specific functions and duties responsibilities that are assigned by customarily associated with such position and as the Company's President board of directors of the Company ("President"), including: strategic management; private equity placement; merger the “Board”) may reasonably assign to him from time to time consistent with such positions. The parties have outlined certain of the material aspects of Executive’s responsibilities and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients authority on the attached Exhibit A. The Company shall use its best efforts to cause the Executive to be a member of the Company, all of which shall be referred to collectively in ’s Board throughout the body term of this Agreement and shall include the Executive in the management slate for election as director. Throughout the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms term of this Agreement. (b) During his/her employment under this Agreement, Employee the Executive shall devote his best efforts and substantially full all of his business time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty services to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companiesExecutive currently serves on the board of directors of the entities set forth on the attached Exhibit B. Nothing herein shall preclude Executive from (i) providing physician services for up to two (2) days per week, and (ii) serving or continuing to serve on the client must provide Directors and Officers Insurance and appropriate indemnities for board of directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments of entities that do not require Employee's participation compete with the Company and to the extent such service does not materially interfere with Executive’s performance under this Agreement; provided that Executive will not agree to serve or actually serve on the board of directors of any entity for which he has not previously served without first notifying the Board or (iii) serving or continuing to serve on the boards or advisory committees of medical, charitable or other similar organizations to the extent such service does not materially interfere with Executive’s performance under this Agreement. As periodically requested by the Board, Executive shall use commercially reasonable efforts to assist the Board in management determining whether Executive’s membership on the board of directors or operationsany other involvement with any entity could reasonably be expected to result in health care compliance issues or liability for the Company or any of its subsidiaries, affiliates and/or joint ventures and to take such actions as are reasonably requested by the Board to remedy and/or mitigate any such issues or liability identified by the Board.

Employment. (a) Convergent hereby employs During the period from the Closing until December 31, 2012, Buyer shall, or shall cause the Transferred Companies to, provide to (i) each Employee, whether or not such Employee as its Managing Directoris actively at work at such time, including any Employees who are on military leave, disability, workers’ compensation or any other leave of absence, whether or not paid, compensation and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties benefits that are assigned substantially comparable in the aggregate to the compensation and benefits provided to the Employees by the Company's President Transferred Companies immediately prior to the Closing; provided, however, that the foregoing shall not be deemed to require Buyer or an Affiliate ("President")including, including: strategic management; private equity placement; merger after the Closing, the Transferred Companies) to grant performance units, performance shares, restricted stock, restricted stock units or similar long-term incentive awards, or to permit the deferral of such awards, following the Closing Date and acquisition advisory services; as well as serving in interim management, special business advisory, (ii) the Employees with severance benefits and director positions for clients payments consistent with the past practices of the Company, all of which Transferred Companies. Nothing in this Agreement shall be referred construed as limiting the right of Buyer or its Subsidiaries (including, after the Closing, the Transferred Companies) to collectively in (x) terminate the body employment of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of any Employee's ability and , (y) amend or terminate any compensation or employee benefit plan, agreement or arrangement, subject to the terms of this Agreementsuch plan, agreement or arrangement or (z) except as expressly set forth herein, change the terms or conditions of employment of any Employee. The participation of the Employees in the compensation and benefit plans, programs and arrangements of the Parent Group shall terminate effective as of the Closing, and, following the Closing, neither Buyer nor its Subsidiaries (including, after the Closing, the Transferred Companies) shall have any Liability with respect to (and Buyer and its Subsidiaries (including, after the Closing, the Transferred Companies) shall be indemnified and held harmless with respect to) such compensation and benefit plans, programs and arrangements of the Parent Group. (b) During his/her employment From and after the Closing Date, Buyer shall, or shall cause its Subsidiaries (including, after the Closing, the Transferred Companies) to (i) honor all obligations under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent the Company Benefit Plans described in the position described in Subparagraph second sentence of Section 2.17(a) (a) above. Employee will at all times exercise a duty of loyalty without regard to the Companyword “material” set forth therein) in accordance with their terms as in effect immediately prior to the Closing, acting (ii) recognize all the Employees’ accrued and unused vacation and other paid time-off benefits consistent with the terms of the vacation or similar policies of the Transferred Companies applicable to Employees as in good faitheffect immediately prior to the Closing and (iii) pay, as an honest no later than March 15, 2012, all annual bonuses that are payable to Employees with respect to the 2011 fiscal year, including, to the extent earned, bonuses accrued before the Closing Date under the annual bonus plans of the Transferred Companies, provided that the aggregate amount of the annual bonuses paid to the Employees in respect of such fiscal year shall in no event be less than the amount accrued in full on the Closing Balance Sheet and prudent person, in a manner that Employee believes is the balance sheet included in the best interests Estimated Closing Statement in respect thereof. For the avoidance of doubt, for purposes of any Company Benefit Plan listed on Section 2.17(a) of the Company Seller Disclosure Letter that contains a definition of “change in control” or “change of control,” the transactions contemplated by this Agreement shall be deemed to constitute a “change in control” or “change of control” with respect to the Employees. (i) Prior to the Closing Date, Seller and the Transferred Companies shall determine the following amounts (such amounts in a manner the aggregate, the “LTIP Amounts,” in each case, it being understood that will promote its goodwill. Except the value of the LTIP Amounts determined below shall be calculated assuming the relevant performance cycle terminated as expressly agreed in writing between Convergent of the Closing Date and Employeebased on performance through the Closing Date, Employee and shall not be employed by or connected subject to any pro-ration for time (except as explicitly provided in Section 4.19(c)(iv) below)): (A) with any other business that would limit Employee's ability respect to perform this Agreementthe Esurance Holdings, directly or indirectlyInc. Performance Unit Plan 2009-2011 (the “EHI 2009 PUP”), alone or the Award Value (as defined in association with others, without the express written approval EHI 2009 PUP) as of the Company's President. Employee may, however, accept service Closing Date of all Performance Units (as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or defined in the EHI 2009 PUP) outstanding on the Closing Date; (B) with respect to the Employee's personal development. Employee will not accept any position Esurance Holdings, Inc. Performance Unit Plan 2010-2012 (the “EHI 2010 PUP”), the Award Value (as a director or advisor of a company that is a client defined in the EHI 2010 PUP) as of the Company except Closing Date of all Performance Units (as arranged through defined in the Company, and all compensation and other benefits from such a position will inure EHI 2010 PUP) outstanding on the Closing Date; (C) with respect to the CompanyAnswer Financial Inc. Performance Unit Plan 2009-2011 (the “AFI 2009 PUP”), the Award Value (as defined in the AFI 2009 PUP) as of the Closing Date of all Performance Units (as defined in the AFI 2009 PUP) outstanding on the Closing Date; and (D) with respect to the Answer Financial Inc. Performance Unit Plan 2010-2012 (the “AFI 2010 PUP”), the Award Value (as defined in the AFI 2010 PUP) as of the Closing Date of all Performance Units (as defined in the AFI 2010 PUP) outstanding on the Closing Date. The Company must approve all such relationships with client companiesEHI 2009 PUP, the EHI 2010 PUP, the AFI 2009 PUP and the client must provide Directors AFI 2010 PUP, each an “LTIP Plan” and Officers Insurance collectively, the “LTIP Plans.” (ii) Following the Closing Date, there shall be no increase or decrease of the LTIP Amounts. (iii) (A) Prior to the Closing Date, Seller and appropriate indemnities for directors the Transferred Companies shall determine, with respect to any awards of Esurance-related Performance Units (as defined under the White Mountains Long Term Incentive Plan (the “WM LTIP”)) granted to the Tier One Executive under the WM LTIP in respect of the 2009-2011 performance cycle and advisorsthe 2010-2012 performance cycle (such awards, the “Tier One Executive Performance Units”), the Earned Value (as defined in the WM LTIP) as of the Closing Date of such Tier One Executive Performance Units outstanding on the Closing Date in the same manner as the determination as of the Closing Date of the Award Value of Performance Units under the EHI 2009 PUP and the EHI 2010 PUP. AdditionallyThe amount of such Earned Value, Employee the “Tier One Unit Amounts.” Following the Closing Date, there shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management no increase or operationsdecrease of the Tier One Unit Amounts.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee Executive shall directly supervise and have primary responsibility for those specific functions and duties that are assigned be employed by the Company's Company and will have the title of Executive Vice President-Chief Financial Officer and Executive Vice President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the CompanyCompany and Xxxxxx Xxxxxxxx. Executive shall have authority, all of which shall be referred duties and responsibilities as are commensurate with Executive’s position. Executive agrees to collectively in the body of render full time services under this Agreement as the "Services." Employee covenants to render in performing such duties and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementresponsibilities. (b) During his/her Executive shall perform substantially all of his duties under this Agreement at the Company’s Rockaway, New Jersey office provided, however, that the Executive may be required to perform incidental services outside the United States from time to time. Executive may from time to time be required to perform duties commensurate with Executive’s position on behalf of any of Xxxxxx Xxxxxxxx or any of its direct or indirect subsidiaries (collectively, the “Group Companies”) in addition to the duties described in Section 1(a), and Executive may be appointed an officer or officers of one or more Group Companies in addition to his titles described in Section 1(a). Such duties shall be performed, and appointments accepted, by Executive without additional compensation or remuneration. (c) Executive accepts such employment under and agrees to render the services described above to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. It shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement. With the prior written consent of Xxxxxx Xxxxxxxx’x Board of Directors (the “Board”), which consent shall not be unreasonably refused or delayed, and so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by Executive may serve on corporate boards or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationscommittees.

Employment. (a) Convergent hereby employs Employee A. The Company agrees to employ the Chairman as its Managing Director, Chief Executive Officer of the Company and Employee hereby accepts such employmentthe Chairman agrees to serve as the Chief Executive Officer of the Company during the term of employment as set forth in this Agreement. Employee The Chairman shall directly supervise report only to the Board of Directors of the Company and have primary responsibility for his powers and authority shall be superior to those specific functions of any officers or employees of the Company or of any subsidiaries thereof. The Chairman agrees to serve as a Director and duties that are assigned by as Chairman of the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; Board of Directors of the Company as well as serving as chairman or as a member of various committees of the Board of Directors as provided in interim managementthe Company's By-Laws. B. If at any time during the term of employment, special business advisory, the Board of Directors of the Company fails to re-elect the Chairman as the Chief Executive Officer and director positions for clients the policyholders fail to elect him as a Director of the Company, all or removes the Chairman from such office or from such directorship, or if at any time during the term of which this agreement, the Chairman shall fail to be vested by the Company with the powers and authority of the Chief Executive Officer of the Company, except in connection with a termination for material breach or just cause as hereinafter set forth in this Agreement, or if the ownership or control of the Company, including illustratively the power and right to elect a majority of the Board of Directors of the Company becomes vested directly or indirectly in persons other than persons who currently, as of the effective date hereof, have such power and right, the Chairman shall have the right, by written notice to the Company, to terminate his services hereunder effective as of the last day of the month following the receipt by the Company of any such written notice and the Chairman shall have no other obligations under this Agreement. The Chairman's termination of services under this Paragraph shall be referred to collectively in treated as a termination of employment by the body Company other than for material breach or just cause on the Chairman's part and, accordingly, shall be governed by the provisions of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms Paragraph 7A of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent During the Term, OMNI hereby employs agrees to employ Employee as its Managing Director, and Employee hereby accepts agrees to work for OMNI as President and Chief Executive Officer or such employment. other salaried, executive position as OMNI and Employee shall directly supervise mutually agree upon. So long as Employee is employed by OMNI, Employee shall devote Employee’s skill, energy and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render his business-related time and perform his/her Services efforts to the best faithful discharge of Employee's ability and subject to ’s duties as a salaried, exempt employee of OMNI, upon the terms and conditions of this Agreement. In providing services hereunder, Employee shall comply with and follow all directives, policies, standards and regulations from time to time established by the Board of Directors of OMNI (the “Board”). (b) During his/her employment under this Agreementthe Term, Employee shall devote substantially full time use Employee’s best efforts to faithfully and attention exclusively to rendering Services to Convergent diligently serve OMNI and shall not act in the position described any capacity that is in Subparagraph (a) above. conflict with Employee’s duties and responsibilities hereunder; provided, however, that Employee will at all times exercise a duty of loyalty may manage Employee’s personal investments and affairs, and participate in non-profit, educational, community or philanthropic activities, in each case to the Company, acting extent that such activities do not interfere with the performance of Employee’s duties under this Agreement and are not in good faith, as an honest and prudent person, in a manner that Employee believes is in conflict with the best business interests of OMNI or otherwise compete with OMNI. For the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeeavoidance of doubt, during the Term Employee shall not be employed by permitted to become engaged in or connected with render services for any Person other business that would limit Employee's ability than OMNI and its Affiliates, and shall not be permitted to perform this Agreementbe a member of the board of directors of any Person (excluding any non-profit or philanthropic organization), directly or indirectly, alone or in association with others, any case without the express written approval consent of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to Board. (c) During the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. AdditionallyTerm, Employee shall not serve as a member of the Board subject to the terms of an agreement between OMNI and its stockholders to be prohibited from making passive investments in other noncompeting businessesentered into as of the consummation of the Transaction (the date of such consummation, provided such investments do not require Employee's participation in management or operationsthe “Effective Date”).

Employment. (a) Convergent hereby employs Purchaser or its Affiliate shall deliver the Offer Letters to all Business Employees listed on the Identified Employees Schedule (collectively, the “Identified Employees”) effective and contingent upon the Closing Date and further contingent upon such Identified Employee’s execution of a Proprietary Information and Intellectual Property Agreement. Seller or its applicable Affiliate shall terminate the employment of each Identified Employee that receives an offer of employment from Purchaser or its Affiliate effective as of the Closing Date. Notwithstanding the foregoing, any offer made by Purchaser to an Inactive Identified Employee shall become effective contingent and only upon his or her return to active employment with Seller or its Managing DirectorAffiliates; provided, that such Inactive Identified Employee returns to active employment within three (3) months following the Closing, or by such later date as required by applicable Law (at which xxxx Xxxxxx and its Affiliates shall terminate the employment of such Inactive Identified Employee). Seller or any of its Affiliates shall continue to employ such Inactive Identified Employee hereby accepts until such time. Seller agrees to promptly notify Purchaser, or to cause Purchaser to be notified, upon receiving notice of an Inactive Identified Employee’s pending return to work. Seller shall cooperate as reasonably requested by Xxxxxxxxx regarding such offers of employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by Without limiting the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients generality of the Companyforegoing, Seller shall not, nor shall Seller authorize or direct or give express permission to any Affiliate, employee or any other Person to solicit or encourage any Identified Employee not to accept, or to reject, any such offer of employment. Seller shall bear any and all of which shall be referred obligations and liabilities under the WARN Act or similar state Laws resulting from employment losses pursuant to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this AgreementSection 5.1. (b) During his/her For a period of at least one (1) year following the Closing Date, but not beyond the date on which a Transferred Employee’s employment under this Agreementwith the Purchaser and its Affiliates following the Closing terminates (the “Continuation Period”), Purchaser shall, or shall cause one of its Affiliates to, provide to each Transferred Employee shall devote base salary and employee benefits that are substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty comparable to the Company, acting in good faith, base salary and employee benefits given to other employees of Purchaser or its Affiliates who perform similar roles or functions as an honest and prudent person, in a manner that which the Transferred Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability expected to perform this Agreement, directly for or indirectly, alone on behalf of Purchaser or its Affiliates. Nothing herein shall prevent Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee during the Continuation Period in association compliance with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsapplicable Law.

Employment. (a) Convergent hereby employs Employee as its Managing DirectorThe Company Parties agree to continue to employ Executive, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned the Executive agrees to continue to be employed by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement Company Parties as the "Services." Employee covenants to render Chairman and perform his/her Services to Chief Executive Officer, on the best of Employee's ability terms and subject to the conditions contained herein which such terms and conditions shall be effective as of the Effective Date. Until the Effective Date, the terms and conditions of Executive’s employment by the Company Parties shall be governed by the Restated Employment Agreement which shall remain in full force and effect through and including March 31, 2018. (b) As Chairman and Chief Executive Officer, Executive shall have general authority over the business of MKHL and shall manage the day-to-day operations of MKHL; provided, however, that Executive understands and agrees that (i) the Board of Directors of MKHL (the “Board”) will be responsible for setting overall strategic goals of MKHL and its subsidiaries (including, without limitation, the Company) and advising Executive with respect thereto, and (ii) the Board’s and/or certain of its members’ active strategic involvement in matters relating to design direction, marketing concepts, production logistics and financial objectives shall not be deemed to constitute managing day-to-day operations. Executive will report only to the Board, and, subject to any existing contractual obligations of MKHL and its subsidiaries, all other executives of MKHL and its subsidiaries shall report to Executive, unless Executive determines otherwise. Executive acknowledges and agrees that, except as otherwise provided in accordance with Section 1(d), the Company Parties will be his sole employers in respect of the services contemplated by this Agreement, and the Company Parties will provide all payments and benefits to Executive under this Agreement. (bc) During his/her employment under this AgreementAt the request of MKHL, Employee shall devote substantially full time and attention exclusively Executive further agrees, without additional compensation, to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, act as an honest and prudent person, officer and/or director of subsidiaries of MKHL in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure addition to the Company. The At the direction of MKHL, any rights and obligations of the Company must approve all hereunder may be assigned, in whole or in part, to such relationships subsidiaries; provided that the Company Parties obligations with client companiesrespect to compensation and benefits, and including, without limitation, Base Salary (as defined below), shall remain the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. AdditionallyCompany Parties’ obligations, Employee unless Executive consents in writing to such assignment, which such consent shall not be prohibited unreasonably withheld or delayed. (d) During Executive’s employment hereunder, each of the Company Parties shall use its best efforts to cause Executive to be elected or appointed, as the case may be, to the position of Chairman of the Board of each of the Company Parties (the “Company Boards”). Executive agrees that upon termination of his employment hereunder for any reason, he shall resign immediately from making each of the Company Boards, as well as from any officerships and/or other directorships with any subsidiaries of MKHL. (e) Executive shall devote substantially all of his full business time and attention and his best efforts to the performance of his duties hereunder; provided, however, that Executive may engage in charitable, educational, civic and religious activities and may participate as an investor, officer or director or otherwise manage passive personal investments in other noncompeting businessesowned by or for the benefit of Executive or members of his immediate family, provided but only to the extent such investments activities and service are permitted under Section 9(c) of this Agreement and do not require Employee's participation in management or operationsinterfere with the performance of Executive’s duties and responsibilities hereunder.

Employment. (a) Convergent Employer hereby employs Employee as its Managing Directoragrees to employ Employee, and Employee hereby accepts agrees to serve as an employee of Employer or as an employee of one or more of its subsidiaries, during the Period of Employment, as defined in Section 2, in such employmentexecutive capacity as is set forth herein. During the Period of Employment, Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by also agrees to serve on the Company's President ("President")Board of Directors of Employer, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients a member of any committee of the Company, all Board of Directors of the Employer to which shall Employee may be referred elected or appointed. Employer agrees to collectively in take the body steps necessary to facilitate the election of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best Board of Employee's ability and subject to Directors of Employer as soon as possible after the terms execution of this Agreement. At its meeting held on the 1st day of April, 2008, the Board of Directors of Employer elected Employee to the additional posts of Chief Financial Officer of Employer effective as of the date of this Agreement. It is the intention of the Board of Directors to reelect Employee to such positions during the balance of the Period of Employment. (b) During his/her employment under this AgreementIf after the annual meeting of the Board of Directors of Employer or at any time thereafter during the Period of Employment, the Board of Directors fails, without Employee's consent, to elect or reelect Employee as Chief Financial Officer of Employer and as a Director of Employer, or removes Employee from such offices or directorship, or if at any time during the Period of Employment, Employee shall devote substantially full time fail to be vested by the Board of Directors of Employer with the power and attention exclusively authority of Chief Financial Officer of Employer or Employee shall lose any significant duties or responsibilities attending such offices, Employee shall have the right by written notice to rendering Services Employer to Convergent terminate his services hereunder, effective as of the last day of the month of receipt of such notice, in which event the position described in Subparagraph Period of Employment, as hereinafter defined, shall so terminate on such last day of the month; such termination under such circumstances shall be deemed pursuant to paragraph (a) above. Employee will at of Section 5 hereof as a termination by Employer other than for material breach or just cause with all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits consequences which flow from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationstermination.

Employment. (a) Convergent Employer hereby employs Employee as its Managing Directoragrees to employ Employee, and Employee hereby accepts agrees to serve as an employee of Employer or as an employee of one or more of its subsidiaries, during the Period of Employment, as defined in Section 2, in such employmentexecutive capacity as is set forth herein. During the Period of Employment, Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by also agrees to serve as Chairman of the Company's President ("President")Board of Directors of Employer, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients a member of any committee of the Company, all Board of Directors of the Employer to which shall Employee may be referred elected or appointed. Employer agrees to collectively in take the body steps necessary to facilitate the election of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best Board of Employee's ability and subject to Directors of Employer as soon as possible after the terms execution of this Agreement. At its meeting held on the 1st day of April, 2008, the Board of Directors of Employer elected Employee to the additional posts of President and Chief Executive Officer of Employer effective as of the date of this Agreement. It is the intention of the Board of Directors to reelect Employee to such positions during the balance of the Period of Employment. (b) During his/her employment under this AgreementIf after the annual meeting of the Board of Directors of Employer or at any time thereafter during the Period of Employment, the Board of Directors fails, without Employee's consent, to elect or reelect Employee as President and Chief Executive of Employer and as a Director of Employer, or removes Employee from such offices or directorship, or if at any time during the Period of Employment, Employee shall devote substantially full time fail to be vested by the Board of Directors of Employer with the power and attention exclusively authority of President and Chief Executive Officer of Employer or Employee shall lose any significant duties or responsibilities attending such offices, Employee shall have the right by written notice to rendering Services Employer to Convergent terminate his services hereunder, effective as of the last day of the month of receipt of such notice, in which event the position described in Subparagraph Period of Employment, as hereinafter defined, shall so terminate on such last day of the month; such termination under such circumstances shall be deemed pursuant to paragraph (a) above. Employee will at of Section 6 hereof as a termination by Employer other than for material breach or just cause with all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits consequences which flow from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationstermination.

Employment. (a) Convergent hereby employs Employee as its Managing DirectorVice President, Finance & Administration and its Chief Financial Officer, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: overall responsibility for the Company's financial and administrative functions including finance, treasury, investor relations, accounting, human resources, facilities, management information systems, office administration; strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and EmployeeEmployee (including specifically his involvement as an advisor to various companies associated with CFO Consulting, Inc. which shall continue indefinitely), Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent Upon the terms and conditions hereinafter set forth, the Company hereby employs agrees to employ Employee as its Managing Director, and Employee hereby accepts agrees to become employed by the Company. During the Term of Employment (as hereinafter defined), Employee shall be employed in the position of Chief Financial Officer of the Company and shall also serve in other positions of affiliates of the Company as may be designated (the “Designated Affiliates”) from time to time by the board of directors of the Company (the “Board”), provided that such employmentDesignated Affiliates are engaged in businesses relating to gaming, casino or resort operation or development (collectively, the “Gaming Business”). Employee shall directly supervise and have primary responsibility for those specific functions and perform such duties that as are assigned specified from time to time by the Company's President , the Board and the Designated Affiliates. Employee shall serve in such capacities at the pleasure of the Board. Employee shall report to and be under the supervision of the Company’s Board. Employee will also meet and work with executives of American Property Investors, Inc. ("President")“API”) and members of the board of directors of API. During the Term of Employment, Employee shall devote all of her professional attention, on a full time basis, to the business and affairs of the Company and the Designated Affiliates, shall use her best efforts to advance the best interest of the Company and the Designated Affiliates and shall comply with all of the policies of the Company and the Designated Affiliates, including: strategic management; private equity placement; merger , without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and acquisition advisory services; business ethics as well are from time to time in effect. Except as serving in interim managementspecifically provided herein, special business advisoryduring the Term of Employment, and director positions for clients Employee shall not, without the prior written consent of the Company, all directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of which shall be referred to collectively in or for the body of this Agreement benefit of, any other Person (as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (bhereinafter defined) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent personemployee, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeeadvisor, Employee shall not be employed by independent contractor, agent, consultant, representative or connected with any other business that would limit Employee's ability to perform this Agreementotherwise, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to compensated (the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations“Exclusivity Obligation”).

Employment. (a) Convergent hereby employs Employee as its Managing DirectorDirector and Regional Manager, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and EmployeeEmployee (including specifically his involvement as a director of Algol and as an advisor to various companies associated with Collaborative Partners which shall continue indefinitely), Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent hereby employs Employee Seller and Purchaser shall cooperate in order to allow Purchaser to interview persons employed by Seller at the Branch Offices and the operational employees that support the retail banking activities of Seller as its Managing Directorof the date of this Agreement, each of whom has been identified on Schedule 5.6 (a) hereto (“Employees”) at a location and at a time during regular business hours reasonably convenient to Purchaser and Seller, and Employee hereby accepts Seller shall excuse such employmentEmployees from their duties for such interviews, so long as such interviews do not unduly interfere with the operations of the Branch Offices. Employee Purchaser shall directly supervise provide prior notice to Seller of contacts with Employees and have primary scheduling of any such interviews and such interviews shall be scheduled for completion not later than thirty (30) calendar days after the date of this Agreement. Purchaser may offer at-will employment to such Employees as Purchaser determines in its sole, absolute and unfettered discretion (the “Selected Employees”). Seller shall retain liability and responsibility for those specific functions and duties that are assigned each individual Employee until such individual Employee becomes an employee of the Purchaser following Closing Date, or, if earlier, until such Employee’s employment is terminated by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Seller. Purchaser shall have no obligation to create new benefit plans or programs that would be comparable to any of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services Seller’s existing benefit plans. Prior to the best of Employee's ability and subject Closing Date, Seller shall pay Transferred Employees (as defined in Section 5.6(b)) for all accrued but unpaid paid time-off or vacation time or floating holidays as applicable, earned prior to the Closing Date. Seller agrees that Purchaser will not be bound to the terms of this Agreementany employment, management, consulting, reimbursement, retirement, early retirement or similar agreement, contract, arrangement, or policy relating to any Employee’s employment with Seller, whether active on the Closing Date or in discussion or negotiation, with any Employee or group of Employees. (b) During his/her employment Seller will retain all liabilities and assume all obligations with regard to all Employee Pension Benefit Plans, Employee Welfare Benefit Plans, deferred compensation plans, early retirement plans, bonus or incentive programs, severance pay plans or programs, or any similar plans, programs or obligations sponsored by Seller or its Affiliates. Purchaser shall have no liabilities (including severance or other benefit payments), responsibilities or rights with respect to any Employee who does not become an employee of Purchaser. All eligible Employee welfare benefit claims relating to Selected Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees)” incurred prior to the Effective Time, whether or not reported as of the Effective Time, will be the obligation of Seller and Seller’s benefit plans and will not be the obligation of Purchaser. Except as specifically provided in subsection (c) below, benefits under Purchaser’s Employee Pension Benefit Plans and Welfare Benefit Plans, if any, for Transferred Employees shall be determined solely with reference to service with Purchaser. All eligible Employee welfare benefit claims relating to Transferred Employees incurred after the Effective Time under a Purchaser benefit plan will be the obligation of Purchaser and Purchaser’s benefit plans and will not be the obligation of Seller. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or date of accident giving rise to such benefits, (ii) health, vision, dental and/or prescription drug benefits, on the date that such services, materials or supplies were provided, and (iii) long-term disability benefits, on the commencement of the disability, as determined under the terms of the applicable plan or arrangements. (c) Seller shall be responsible for any severance benefits, if any, for any Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty whose employment is terminated prior to the CompanyEffective Time. The Transferred Employees shall receive credit for all periods of employment and/or service with Seller and its Affiliates prior to the Closing Date for purposes of eligibility, acting participation and vesting under all employee benefit plans, programs and arrangements under which they are covered as employees of Purchaser to the extent such service is recorded in good faith, Seller’s or its Affiliates books and records as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company Closing Date. Purchaser shall cause Purchaser’s Employee Welfare Benefit Plans covering Transferred Employees after the Closing Date to recognize any out-of-pocket medical and dental expenses incurred by each of the Transferred Employees and their eligible dependents prior to the Closing Date and during the calendar year in a manner that will promote its goodwillwhich the Closing Date occurs for purposes of determining copayments, deductibles and out-of-pocket maximums under Purchaser’s Employee Welfare Benefit Plans. Except as expressly agreed in writing between Convergent to the extent that such waiver is prohibited by applicable law or not permitted by the carriers providing Purchaser’s insurance, Purchaser shall cause Purchaser’s Employee Welfare Benefit Plans to waive all preexisting condition exclusions with respect to the Transferred Employees and Employeetheir eligible dependents who have satisfied comparable eligibility requirements under Seller’s comparable plans. (d) Seller shall be responsible for providing any notice required pursuant to the United States Federal Worker Adjustment and Retraining Notification Act of 1988, Employee shall not be employed by or connected with any successor United States law, and any other business that would limit Employee's ability applicable plant closing notification law (collectively, “WARN”) with respect to perform this Agreement, directly a layoff or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or plant closing relating to the Employee's personal development. Branch Offices that occurs prior to or on the Closing Date. (e) Seller shall be responsible for the filing of Forms W-2 with the IRS and any required filing with state Governmental Authorities, with respect to wages and benefits paid to any Employee will including, but not accept any position as a director limited to, each Transferred Employee for periods ending on or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure prior to the CompanyClosing Date. (f) No provision of this Section 5.6, whether express or implied, shall create any third-party beneficiary rights in any Employee (including any beneficiary or dependent of such Employee). The Company must approve all such relationships with client companies, and Nothing contained herein shall prevent Purchaser from terminating the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, employment of any Transferred Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsamending or terminating the terms of any particular benefit plan maintained by Purchaser.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned You will be employed by the Company's President Company or one of its subsidiaries, effective January 5, 2016 ("President"the “Start Date”). Beginning on the Start Date, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim managementyou will be employed by OvaScience, special business advisoryLimited, and director positions for clients a subsidiary of the Company, all Company organized and existing under the laws of England. Effective immediately following the date on which shall be referred you obtain legal authorization to collectively work in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services United States, your employment will be transferred to the best of Employee's ability and subject to Company. During the period you are employed by OvaScience, Limited, the terms of your employment will be governed under the terms of the letter of appointment attached hereto as Attachment 1 (the “UK Appointment Letter”). The UK Appointment Letter will cease to have any force or effect immediately upon the transfer of your employment to the Company and thereafter the terms and conditions of your employment will be governed solely under this Agreement. (b) During his/her employment under You will initially serve as the Chief Executive Officer Elect of the Company, reporting to the current Chief Executive Officer and the Company’s Board of Directors (the “Board”). Effective July 1, 2016, you will serve on a full-time basis as Chief Executive Officer of the Company. In this Agreementrole, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee you will at all times exercise a duty of loyalty report to the Company’s Board, acting in good faithand have such duties and responsibilities as are customary for such position, and as are otherwise assigned to you from time to time by the Board. From the Start Date, you agree to devote your full business time, best efforts, skill, knowledge, attention, and energies to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an honest and prudent person, in a manner that Employee believes is in the best interests employee of the Company and not to engage in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business activities without prior approval from the Board. (c) The parties acknowledge that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval you are currently a member of the Company's President. Employee mayBoard, however, accept service and shall continue as a board member Class I Director upon being appointed as the Chief Executive Officer of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Board of Directors shall nominate you for election as a member of the Board at every shareholder meeting during your employment as the Chief Executive Officer at which your term as a director would otherwise expire. You agree to accept such appointment and to serve during all or any part of your employment as the Chief Executive Officer with the Company must approve all such relationships as a member of the Board, without any compensation therefore other than as specified herein. You agree that if your employment is terminated for any reason whatsoever, you will resign, at the Company’s request, from the Board and from any other positions you have as an officer or director of any of the Company’s direct or indirect subsidiaries and any other entity affiliated with client companiesthe Company in which you are serving as an officer or director at the request of the Company. You acknowledge that you may serve as a member of the board of directors of up to two companies (other than the Company), and that only one of such companies may be a “public company,” which is a company with a class of securities registered under the client must provide Directors Securities Exchange Act of 1934, provided that (i) such companies do not compete with the business of the Company, (ii) such board activities have been disclosed in writing to and Officers Insurance and appropriate indemnities for directors and advisors. Additionallyapproved by the Board, Employee which approval shall not be prohibited from making passive investments unreasonably withheld and (iii) such service, whether individually or in other noncompeting businessesthe aggregate, provided such investments do does not require Employee's participation in management materially interfere or operationsconflict with the performance of your duties and responsibilities as an officer of the Company.

Employment. (a) Convergent On the terms and subject to the conditions set forth herein, the Company hereby employs Employee the Executive as its Managing Director, the President and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Executive Officer of the Company, all of which and the Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, the Executive shall be referred to collectively in the body of this Agreement serve as the "Services." Employee covenants to render President and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests Chief Executive Officer of the Company and shall report solely to the Board of Directors of the Company (the "Board"), performing such duties as shall be reasonably required of a president and chief executive officer, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the Board. The Executive's principal place of employment hereunder shall be the Company's current headquarters in Cuyahoga Falls, Ohio, or at any place of business of the Company that is within a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval fifty (50)-mile radius of the Company's Presidentcurrent headquarters (unless otherwise consented to by the Executive), subject to ordinary travel required by his employment. Employee mayPromptly following the commencement of the Employment Term, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial the Company shall take all action necessary to Convergent or to appoint the Employee's personal development. Employee will not accept any position Executive as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation thereafter, for so long as the Executive remains the President and other benefits from such a position will inure to Chief Executive Officer of the Company. The , (a) Parent shall vote the common stock of the Company must approve all such relationships with client companiesowned by Parent for the election of the Executive as a director of the Company, and the client must provide Directors Executive agrees to serve as such a director, and Officers Insurance (b) while the Executive is a director of the Company, the Executive shall be a member of any Executive Committee or substantially similar committee of the Board, if such a committee exists at any time. To the extent requested by the Board, the Executive shall also serve on any other committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and appropriate indemnities for directors each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the "Affiliates," and advisorsindividually as an "Affiliate"). AdditionallyThe Executive's service as a director of the Company or as a director, Employee officer or employee of any Affiliate shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationswithout additional compensation.

Employment. Institution, a company, operating at Institution Address, does hereby employ Contractee in the position of Contract Association for Clinical Pastoral Education (aACPE) Convergent hereby employs Employee as its Managing DirectorEducator, and Employee the Contractee does hereby accepts agree to serve in such employment. Employee shall directly supervise and have primary responsibility capacity, beginning Start Date, for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisorya period of Term of Contract, and director positions for clients ending at such date and time the Contractee's employment may be terminated in accordance with below listed Termination of Agreement clause. PERFORMANCE OF DUTIES Contractee, the CompanyContractee, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform xxxxxx agrees that throughout his/her Services period of employment s/he shall devote his/her full attention and time, during working hours, to the best performance of his/her duties and business affairs of the Employer, in addition to performing said duties faithfully and efficiently as directed by the CEO or Supervisor of the Employer. It is not the intention of the Employer to assign duties and responsibilities which are not typically within the scope and characteristics associated with this position, or of which may not be required of other employees of similar rank and position. However, the Employer reserves the right to increase and/or revise the Employee's ability role and subject responsibilities, whether through reorganization of his/her position or promotion. Any change in the Contractee's pay scale, due to the change of responsibilities and/or promotion, will be at the sole discretion of the Employer. DUTIES AND RESPONSIBILITIES The detailed list of job duties and responsibilities for the Contractee are as follows: The ACPE Educator will oversee all matters related to the administration and oversight of the ACPE program, including but not limited to group and individual supervision, management of accreditation matters, recruitment of interns/residents, and filing of appropriate reports to ACPE on behalf of the Center. COMPENSATION & BENEFITS In accordance with the following terms and conditions of this Agreement. (b) During , and throughout the Contractee's period of employment, compensation for his/her services will be as follows: Contractee will receive $500 at the time of employment under this Agreement, Employee shall devote substantially full time towards ACPE dues to establish good standing in accordance with ACPE Bylaws. Contractee will receive hourly salary of $50 to $100 with monthly evaluations and/or rate increases as deemed appropriate and attention exclusively said amount to rendering Services to Convergent in be determined by the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests Supervisor of the Company and in a manner that will promote its goodwillContractee. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service Paychecks will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position issued as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.follows:

Employment. (a) Convergent hereby employs Employee Executive shall continue to be employed by the Company and will have the title of Executive Vice President, Corporate Development of the Company and Xxxxxx Xxxxxxxx. Executive will report to the Chief Executive Officer of Xxxxxx Xxxxxxxx (the “CEO”) and will perform such duties as its Managing Directordeemed appropriate by the CEO from time to time to transition Executive’s role, duties and authority to such other personnel as may be identified by the CEO or the Board of Directors of Xxxxxx Xxxxxxxx (the “Board”), in anticipation of Executive’s retirement as of the Retirement Date. All employees working under Executive shall report to the CEO or such other personnel as may be identified by the CEO or the Board, and Employee hereby accepts such employmentExecutive shall have no direct reports. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred Executive agrees to collectively in the body of render full-time services under this Agreement as the "Services." Employee covenants to render in performing his duties and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementresponsibilities hereunder. (b) During his/her Executive shall perform substantially all of his duties under this Agreement at the Company’s Rockaway, New Jersey office; provided, however, that Executive may be required to perform incidental services outside the United States from time to time. Executive may from time to time be required to perform duties commensurate with Executive’s position on behalf of any of Xxxxxx Xxxxxxxx or any of its direct or indirect subsidiaries (collectively, the “Group Companies”) in addition to the duties described in Section 1(a), and Executive may be appointed an officer or officers of one or more Group Companies in addition to his titles described in Section 1(a). Such duties shall be performed, and appointments accepted, by Executive without additional compensation or remuneration. (c) Executive accepts such continued employment under and agrees to continue to render the services described above to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. It shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement. With the prior written consent of the Board, which consent shall not be unreasonably refused or delayed, and so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by Executive may serve on corporate boards or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationscommittees.

Employment. (a) Convergent Employer hereby employs Employee as its Managing Directoragrees to employ Employee, and Employee hereby accepts agrees to serve as President of Employer or as an Officer of one or more of its subsidiaries, during the Period of Employment, as defined in Section 2, in such employmentexecutive capacity as is set forth herein. During the Period of Employment, Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by also agrees to serve as a Director of the Company's President ("President")Board of Directors of Employer, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients a member of any committee of the CompanyBoard of Directors of the Employer to which Employee may be elected or appointed. At its meeting held on the 28th day of November, all 2002, the Board of which shall be referred to collectively in the body Directors of this Agreement as the "Services." Employer elected Employee covenants to render and perform his/her Services to the best additional posts of Employee's ability President and subject Chief Executive Officer of Employer effective as of the date of said Meeting. It is the intention of the Board of Directors to reelect Employee to such positions during the terms balance of this Agreementthe Period of Employment. (b) During his/her employment under this AgreementIf after the annual meeting of the Board of Directors of Employer in 2003 or at any time thereafter during the Period of Employment, the Board of Directors fails, without Employee's consent, to elect or reelect Employee as President and Chief Executive of Employer and as a Director of Employer, or removes Employee from such offices or directorship, or if at any time during the Period of Employment, Employee shall devote substantially full time fail to be vested by the Board of Directors of Employer with the power and attention exclusively authority of President and Chief Executive Officer of Employer or Employee shall lose any significant duties or responsibilities attending such offices, Employee shall have the right by written notice to rendering Services Employer to Convergent terminate his services hereunder, effective as of the last day of the month of receipt of such notice, in which event the position described in Subparagraph Period of Employment, as hereinafter defined, shall so terminate on such last day of the month; such termination under such circumstances shall be deemed pursuant to paragraph (a) above. Employee will at of Section 7 hereof as a termination by Employer other than for material breach or just cause with all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits consequences which flow from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationstermination.

Employment. (a) Convergent hereby A. The Company employs Employee as its Managing DirectorExecutive, and Employee hereby Executive accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of employment with the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render Company’s Chief Executive Officer, all upon the terms and perform his/her Services conditions set forth in this Agreement. Executive shall report to the best Board of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests Directors of the Company and in a manner that (the “Board”). Executive will promote its goodwill. Except be elected to the Board as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member Start Date and will serve on the Board during the term of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to his employment with the Company. The Company must approve and Executive acknowledge and agree that the Board may, from time to time and at any time, assign Executive to perform services and duties of an executive or financial nature reasonably consistent with his duties and authority hereunder for other entities owned by, affiliated with, related to, controlling, controlled by, or under common control with the Company (all of such entities being collectively referred to herein as the “Affiliated Entities,” and the Company and the Affiliated Entities being collectively referred to herein as the “Companies”). As more fully set forth below, Executive shall (1) devote his entire working time, attention, and energy, using his best efforts, to perform his duties and provide his services under this Agreement; (2) faithfully and competently serve and further the interests of the Companies in every lawful way, giving honest, diligent, loyal, and cooperative service to the Companies; (3) discharge all such relationships duties and perform all such services as aforesaid in a timely manner; and (4) comply with client companiesall lawful policies which from time to time may be in effect at the Companies or that the Companies adopt. B. Without limiting the generality of the foregoing, the parties contemplate that the Executive’s duties and responsibilities will include the client must following: 1) Managing the day-to-day activities of the Companies and operations management. 2) Helping the current business grow faster by working with the sales channels to help close business. 3) Helping the current business to grow profitably by working on implementing internal systems and controls to make the supply chain of the Companies more effective and efficient. 4) Building a plan with a budget to give direction to efforts of the Companies and determine capital, systems and organizational needs, while at the same time constantly working to obtain capital as needed at the lowest cost of capital possible. 5) Working with officers of the Companies to determine an appropriate IP strategy. 6) Providing advice and guidance with any legal issues that may arise, including the EPIR lawsuit. C. Except for business travel by the Executive that may from time to time be necessary or advisable on behalf of the Companies, the Executive will provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionallyhis services at the Company’s principal office, Employee shall not be prohibited from making passive investments currently located in other noncompeting businessesSarasota, provided such investments do not require Employee's participation in management or operationsFlorida.

Employment. (a) Convergent hereby employs Employee At the Closing, the Company shall deliver, in writing, an offer of employment (on an “at will” basis) to those of the Breitling Employees that it desires to hire to commence such employment immediately upon the Closing Date. Each such offer of employment shall be at the same salary or hourly wage rate and position in effect immediately prior to the Closing Date. Such individuals who accept such offer by the Closing Date are hereinafter referred to as its Managing Directorthe “Transferred Employees.” Subject to applicable laws, on and after the Closing Date, the Company shall have the right to dismiss any or all Transferred Employees at any time, with or without cause, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to change the terms and conditions of this Agreementtheir employment (including compensation and employee benefits provided to them). (b) During his/her employment under this AgreementAs of the Closing Date, Employee or as soon as administratively feasible thereafter, and for a period of at least one year following the Closing Date, the Company shall devote make available to the Transferred Employees and their eligible spouses and dependents, as applicable, employee benefits that are substantially full time and attention exclusively to rendering Services to Convergent similar in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty aggregate to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or benefits provided to the Employee's personal developmentTransferred Employees prior to Closing Date. Employee will not accept Transferred Employees shall be granted credit for their service with Breitling for any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, eligibility waiting period under any welfare plan and all compensation and other benefits from such a position will inure to Section 401(k) plan sponsored by the Company. The Furthermore, Transferred Employees shall be granted credit for their service with Breitling for any vesting provisions under the Section 401(k) plan sponsored by the Company. (c) Breitling and each ERISA Affiliate that, prior to the Closing Date, sponsored a group health plan (as defined in Section 5000b of the Code, Section 607 of ERISA, or both) which provides welfare benefits to any Breitling Employee will either (i) maintain such group health plan after the Closing Date, or (ii) in the event that Breitling does not maintain such group health plan after the Closing Date, Breitling will maintain responsibility for administering COBRA continuation coverage for the Breitling Employees, including Transferred Employees, electing COBRA continuation coverage. Breitling acknowledges and agrees that the Company must approve shall have no obligation to provide continuation coverage under COBRA or any state health care continuation coverage law with respect to any individual who either prior to or after the Closing Date was covered under any group health plan contributed to or maintained by Breitling. Breitling further agrees and acknowledges that Breitling shall be solely responsible for compliance with all such relationships requirements under COBRA with client companiesrespect to all Breitling Employees, including Transferred Employees, and their beneficiaries, both prior to and after the client must Closing Date. Breitling shall give all notices and provide Directors continuation coverage in connection with the Transactions required by COBRA and Officers the Health Insurance Portability and appropriate indemnities for directors Accountability Act and advisors. Additionally, Employee shall not be prohibited from making passive investments any other applicable law prior to the Closing Date or in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsa timely manner thereafter.

Employment. (a) Convergent 1.1 The Company hereby employs agrees to employ Employee as its Managing Director, and Employee hereby accepts such employment, upon the terms and conditions contained in this Agreement. Employee shall directly supervise commence his employment with the Company on or before June 7, 2010 (the “Employment Start Date”); it being understood and have primary responsibility agreed that Employee is in the process of winding up his affairs with his current Employer as of the Commencement Date. 1.2 During the Employment Period (as defined below), Employee shall serve as Executive Vice President, Gaming for those specific functions Morgans Hotel Group Co. (“MHGC”), President and Chief Executive Officer for the Hard Rock Hotel & Casino Las Vegas (the “Hard Rock”), Chief Operating Officer of Hard Rock Hotel Holdings, LLC (“HRHH”) and Chief Executive Officer of Hard Rock Hotel, Inc. (such position shall be deemed a member of the “Executive Staff” under the Property Management Agreement (as defined below)) with the appropriate authority, duties that are assigned by and responsibilities attendant to such positions, and any other duties as the Company may reasonably assign Employee from time to time, consistent with the duties and responsibilities of an executive at Employee’s level; subject, however, to the Company's President ’s obligations under the Amended and Restated Property Management Agreement, dated as of May 30, 2008 among HRHH Hotel/Casino, LLC, HRHH Development, LLC, HRHH Café, LLC and the Company, as further amended, modified or supplemented from time to time ("President"the “Property Management Agreement”). Notwithstanding anything to the contrary contained herein, including: strategic management; private equity placement; merger Employee understands and acquisition advisory services; as well as serving in interim managementagrees that (a) the finance and internal audit departments at the Hard Rock report to and take direction from the Chief Financial Officer of the Company and correspondingly the HRHH Board of Directors, special business advisory, (b) the legal department at the Hard Rock reports to and director positions for clients takes direction from the General Counsel of the Company, all of which (c) the development team responsible for intellectual property rights and new business development shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services report to the best of Employee's ability Company’s Chief Investment Officer or the Company’s officer with equivalent functions, provided, however that each such department/team shall have a dotted line reporting relationship to Employee and to the HRHH Board, subject to the terms Property Management Agreement. The Human Resources Vice President at the Hard Rock shall report to Employee but shall have a dotted-line reporting relationship to the Chief Executive Officer of the Company. Without limiting the generality of the foregoing, Employee shall be responsible for overseeing and directing the day-to-day gaming and non-gaming operations at the Hard Rock including without limitation, the finance and internal audit departments, the legal department, the project development team and the human resources department. During the Employment Period, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote substantially his full time, energies and best efforts to the performance of his duties for the Company or its Affiliates (as defined in the Property Management Agreement), to the exclusion of all other business or employment activities. In the performance of his duties hereunder, Employee shall report to and take direction from the Company’s Chief Executive Officer; it being understood, however, that Employee will have a dotted-line reporting relationship to the HRHH Board of Directors (“HRHH Board”) subject to the Property Management Agreement. Notwithstanding the foregoing or anything else contained herein to the contrary, Employee may pursue personal investments and charitable work with the entities set forth in Exhibit A attached hereto, and, with the Company’s prior approval, any other entities so long as such activities do not in any way conflict with or detract from his responsibilities under this Agreement. 1.3 Employee shall comply in all material respects with all applicable statutes, laws, rules, regulations, orders, codes, permits, authorizations, building regulations, zoning laws and ordinances of any governmental authority, including, without limitation, the Gaming Authorities (b) During his/her employment under as defined below), as amended from time to time, now or hereinafter in effect, including, without limitation, the Gaming Laws (as defined below), having jurisdiction over the Company, any Affiliate of the Company, Employee or this Agreement (collectively, “Applicable Laws”). Employee shall comply in all material respects with all lawful written policies, procedures, rules and regulations now and hereafter adopted by the Company or its Affiliates. In the event Employee is required by the Gaming Authorities to do so, Employee shall submit any applications, filings and other submissions required by the Gaming Authorities to obtain all approvals, consents, licenses, permits, authorizations, registrations, declarations, concessions, orders, filings, notices, findings of suitability, franchises, entitlements, waivers and exemptions that are necessary to perform his obligations hereunder (collectively, the “Gaming Approvals”). The Company understands, acknowledges and agrees that it shall be solely responsible for all fees, costs and expenses, including, without limitation, attorneys’ fees and costs, in connection with Employee obtaining and maintaining any and all the Gaming Approvals. 1.4 For purposes of this Agreement, Employee the “Gaming Authorities” shall devote substantially full time be defined as those national, state, local and attention exclusively to rendering Services to Convergent other governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or involved in the position described regulation of gaming or gaming activities in Subparagraph (a) above. Employee will at all times exercise a duty any applicable jurisdiction and, within the State of loyalty to Nevada, specifically, the CompanyNevada Gaming Commission, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companiesNevada State Gaming Control Board, and the client must provide Directors Xxxxx County Liquor and Officers Insurance Gaming Licensing Board and appropriate indemnities for directors “Gaming Laws” shall be defined as all Applicable Laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any applicable jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Control Act, as codified in the Nevada Revised Statutes Chapter 463, and advisors. Additionallythe regulations of the Nevada Gaming Commission promulgated thereunder, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsand the Xxxxx County Code.

Employment. (a) Convergent a. Subject to the terms contained in this Agreement, Company hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise serve as Chief Executive Officer and Chairman of the Board of Directors of the Company and certain of the members of the Group and shall serve and perform the duties, exercise the powers and have primary responsibility the authority consistent in all respects with such positions. Employee shall report directly to the Board of Directors of the Company and shall not be required to report to any other officer or employee of the Company or a member of the Group. Subject to his election or appointment as such, the Employee agrees to serve without additional compensation during the Term as a director and a member of any committees of the Board of Directors of the Company or any company within the Group, provided that the Employee is indemnified for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim managementany and all such capacities on a basis no less favorable than provided to any other director of the Company or a member of the Group. The Company agrees to use its best efforts to cause the Employee to be elected and continued in office throughout the Term as a member of the Board of Directors of the Company and as Chairman of the Board of Directors of the Company and shall include him in the management slate for election as a director of the Company at every stockholders meeting or vote of the stockholders of the Company during the Term at which his term as a director would otherwise expire. The Company further agrees that if the Board of Directors of the Company shall appoint an executive committee, special business advisory, the Employee shall be elected to serve as a member and director positions for clients chairman of such committee during the entire Term. b. During the Term and unless otherwise agreed with the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote his primary attention to the performance of his duties and responsibilities on a substantially full time and attention exclusively to rendering Services to Convergent in exclusive basis during such business hours and such other periods and times as may be necessary for the position described in Subparagraph (a) aboveproper performance of his duties. Employee will at all times exercise a duty of loyalty Notwithstanding any other provision to the Company, acting contrary contained in good faith, as an honest and prudent person, in a manner that Employee believes is in this Section 2 but consistent with the best interests of commitment to perform services for the Company on substantially a full time and exclusive basis, nothing in a manner that will promote its goodwill. Except as expressly agreed in this Section 2 is intended to preclude the Employee from devoting reasonable time to (i) serving on the boards of other entities (profit or not-for-profit), making public appearances, making speaking engagements, writing between Convergent books or articles or other similar activities and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and retaining all compensation and other benefits received from such a position will inure to the Company. The Company must approve all such relationships with client companies, activities; (ii) engaging in charitable and the client must provide Directors community activities; and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations(iii) managing his own investments.

Employment. (a) Convergent hereby employs Employee All of the employees of Seller and the ---------- Assigning Subsidiaries listed on Schedule 6.6.1 who are employed by Seller or -------------- any Assigning Subsidiary on the Closing Date (including those actively at work or on holiday or vacation, leave of absence or other approved absence from work (with any such person on leave of absence or other approved leave being identified as its Managing Director, such on such Schedule 6.6. 1)) and Employee hereby accepts such employment. Employee shall directly supervise individuals who are listed on -------------- Schedule 6. 6.1 and have primary responsibility for those specific functions and duties that are assigned by received offers but have not reported to work -------------- (collectively, the Company's President ("PresidentDedicated Employees"), including: strategic managementwill be offered employment with Purchaser or a Purchasing Subsidiary as promptly as practicable following the Closing Date on terms and conditions of employment which are substantially comparable to those enjoyed by such employees immediately prior to the Closing Date and, in any event, on such terms and conditions as are required by applicable Law, collective bargaining agreements, employment agreements, works councils or other applicable legal or contractual requirements; private equity placement; merger provided, however, that nothing contained herein will be construed to grant to any Dedicated Employee a right to employment by Purchaser or a Purchasing Subsidiary for any particular length of time or on any particular terms. As promptly as practicable, Seller shall provide Purchaser with such information regarding the terms and acquisition advisory services; conditions of employment, compensation and benefits provided to any Dedicated Employee or Recruited Employee (as well hereinafter defined) as serving may be reasonably requested by Purchaser following a request by such Dedicated Employee or Recruited Employee for such information in interim management, special business advisory, and director positions for clients connection with an offer of employment by Purchaser or a Purchasing Subsidiary. (b) Without limiting the generality or effect of the Companyforegoing, all of which shall the parties recognize that the transactions contemplated hereby may be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms European Transfer of Undertaking Laws and counterparts thereof or similar Laws in other countries outside the U.S. (collectively, "Automatic Transfer Laws"). To the extent provided under any applicable Automatic Transfer Law, each employee of Seller or any Assigning Subsidiary engaged primarily in the conduct of the Business automatically will become an employee of Purchaser or, if applicable, a Purchasing Subsidiary, effective as of the Closing (or, if applicable, the date on which the Deferred Conveyance relating to the Deferred Business Component in which they are primarily employed is consummated pursuant to Section 2.4) and will constitute a Dedicated Employee for purposes of this Agreement. (bc) During his/her Any liability or obligation that Seller or any Assigning Subsidiary may incur with respect to severance benefits, termination indemnity payments or the like in respect of Dedicated Employees arising out of Purchaser's or any Purchasing Subsidiary's failure to provide Dedicated Employees who accept employment under or retention by Purchaser or such Purchasing Subsidiary with pay, benefits and other terms and conditions of employment substantially comparable to, those provided such Dedicated Employees as of the Closing or required by applicable Law, collective bargaining agreements, employment agreements, works councils or other applicable legal or contractual requirements will constitute an Assumed Liability for purposes of this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent hereby employs Employee 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as its Managing DirectorCEO. In his capacity as the CEO of the Company, Executive shall report to the Board, and Employee hereby accepts such employment. Employee shall directly supervise have the customary powers, responsibilities and have primary responsibility for those specific functions authorities of CEOs of corporations of the size, type and duties that nature of the Company, as it exists from time to time, and as are assigned by the Company's President Board. 1.2 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the CEO of the Company commencing as of the date hereof (the "PresidentCommencement Date") and agrees, subject to any period of vacation and sick leave, to devote his full business time and efforts to the performance of services, duties and responsibilities in connection therewith, subject at all times to review and control of the Board. In addition, during the term of employment under this Agreement (the "Term of Employment"), including: strategic management; private equity placement; merger (i) the Company agrees to nominate Executive for election to the Board and acquisition advisory services; use its best efforts to cause his election to the Board and Executive agrees to serve on the Board of the Company and (ii) Executive also agrees to serve, if elected, as well as serving in interim management, special business advisory, and an officer and/or director positions for clients of any Subsidiary of the Company, all without the payment of which any additional compensation therefor. Upon the termination of Executive's employment for any reason, Executive shall be referred to collectively resign as a member of the Board of the Company or any Subsidiary of the Company. 1.3 Nothing in the body of this Agreement as shall preclude Executive from engaging in charitable work and community affairs, from delivering lectures, fulfilling speaking engagements or teaching at educational institutions, from managing any investment made by him or his immediate family with respect to which Executive or such family member is not substantially involved with the "Services." Employee covenants to render and perform his/her Services to management or operation of the best entity in which Executive has invested (provided that no such investment in publicly traded equity securities or other property may exceed 5% of Employee's ability and the equity of any entity, without the prior approval of the Board) or from serving, subject to the terms prior approval of this Agreement. (b) During his/her employment under this Agreementthe Board, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise as a duty member of loyalty boards of directors or as a trustee of any other corporation, association or entity, to the Company, acting in good faith, as an honest and prudent person, in a manner extent that Employee believes is in the best interests any of the Company and in a manner that will promote its goodwillabove activities do not materially interfere with the performance of his duties hereunder. Except as expressly agreed in writing between Convergent and EmployeeFor purposes of the preceding sentence, Employee any approval by the Board required therein shall not be employed by or connected with unreasonably withheld. The Company agrees that it has approved Executive serving in the following capacities: director of Mercantile Bank of St. Louis, N.A., Chairman of the Center for Energy and Economic Development and Chairman of the Coal Industry Advisory Board, and that these positions do not require any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written additional approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsBoard.

Employment. During the Term: (a) Convergent hereby employs Employee Executive shall be assigned with the duties and responsibilities of President and Chief Executive Officer, including the duties and responsibilities of such office as its Managing Directormay reasonably be assigned to Executive from time to time by the Board of Directors of the Company (the “Board”). Executive shall perform such duties, undertake the responsibilities, and Employee hereby accepts such employmentexercise the authorities customarily performed, undertaken and exercised by persons situated in a similar executive capacity at a similar company. Employee In performing Executive’s duties hereunder, Executive shall report solely and directly supervise to the Board. Executive shall serve as a member of the Board and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and a director positions for clients and/or officer of certain of the Company’s Affiliates and will fulfill his duties as such director or officer without additional compensation. During the Term, all of which the Company shall cause Executive to be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services nominated to the best of Employee's ability Board and subject to the terms of this Agreementsupport his reelection. (b) During his/her employment under this Agreement, Employee Executive shall devote substantially full Executive’s full-time and business attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company and its Affiliates and shall use Executive’s best efforts to faithfully and diligently serve the business and affairs of the Company and its Affiliates. Notwithstanding the foregoing, Executive may, subject to the Company’s policy as in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent effect from time to time, (i) serve on civic, charitable or non-profit boards or committees, (ii) serve on for-profit boards or committees, subject to the approval of the Nominating and EmployeeCorporate Governance Committee or with respect to service on public boards, Employee the Board, which approval shall not be employed by unreasonably withheld or connected with any other business that would limit Employee's ability to perform this Agreementdelayed, directly or indirectlyand (iii) manage personal and family investments and affairs, alone participate in industry organizations and deliver lectures at educational institutions, in each case so long as such service and activity does not materially interfere, individually or in association the aggregate, with others, without the express written approval performance of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or his responsibilities hereunder and subject to the Employee's personal development. Employee will not accept any position as a director or advisor code of a company that is a client conduct and other applicable policies of the Company except and its Affiliates as arranged through in effect from time to time. (c) Executive shall be subject to and shall abide by each of the personnel and compliance policies of the Company and its Affiliates applicable and communicated in writing to senior executives, including, without limitation, the Company, and all compensation and other benefits ’s Clawback Policy as in effect from such a position will inure time to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationstime.

Employment. (a) Convergent hereby employs The Employee is employed as its Managing DirectorPresident of the Bank. As an ---------- executive officer of the Bank, the Employee shall render executive, policy, and Employee hereby accepts such employmentother management services to the Bank of the type customarily performed by persons serving in similar executive officer capacities with banks engaging in the business of the Bank. The Employee shall directly supervise and have primary responsibility for those specific functions and also perform such duties that are assigned by as the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Board of Directors of the Company, all of which shall be referred to collectively in the body of this Agreement as Bank (the "Services." Employee covenants Board") may from time to render and perform his/her Services to time reasonably direct. During the best of Employee's ability and subject to the terms term of this Agreement. (b) , there shall be no material increase or decrease in the duties and responsibilities of the Employee otherwise than as provided herein, unless the parties otherwise agree in writing. During his/her employment under the term of this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability required to relocate more than 25 miles from Stamford, Connecticut, in order to perform this Agreementthe services hereunder. Should the Employee be required to relocate more than 25 miles from Stamford in order to maintain his position or compensation at at least its present level, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to then the Employee's personal developmentemployment shall be considered as involuntarily terminated without cause for purposes of Section 8 of this Agreement unless the Employee provides the Bank with a written waiver of his rights to consider his employment as involuntarily terminated. Employee will not accept any position as a director or advisor of a company In recognition that is a client the Bank desires to maintain the employment of the Company except Employee for as arranged long as possible, while the Employee desires to begin reducing the scope of his commitment through a reduction in his responsibilities to the CompanyBank, the Bank and the Employee have agreed that the Employee's responsibilities shall be reduced on a mutually agreeable basis commencing July 1, 1998, and all that the Employee's compensation and other benefits from such a position will inure to shall be reduced in recognition of his reduced responsibilities in the Companymanner set forth in Section 2. The Company must approve all such relationships with client companiesBank and the Employee intend that the Employee's schedule shall be flexible, and agree to cooperate in scheduling the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationstime so that the interest of the Bank and the needs of the Employee are best served.

Employment. (a) Convergent hereby employs Employee The Company (directly or through it's United States subsidiary, Apollo Gold, Inc. at times when the Executive is a resident of the United States), shall employ the Executive and the Executive shall serve the Company and its subsidiaries as its Managing DirectorVice President, and Employee hereby accepts U.S. Operations, or in such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned other capacity or capacities as may be determined by the Company's President Board from time to time. ("b) The Executive represents that he has the required skills and experience to perform the duties required of him as Vice President"), including: strategic management; private equity placement; merger U.S. Operations and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall agrees to be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to bound by the terms and conditions of this Agreement. (bc) During his/her employment under this Agreement, Employee shall The Executive will be employed on a full-time basis for the Company and that the Executive will devote substantially full time and attention himself exclusively to rendering Services to Convergent the Business and will not be employed or engaged in any capacity in any other business which is in competition with the position described in Subparagraph (a) above. Employee will at all times exercise a duty Business of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express prior written approval of the Company's President. (d) The Executive acknowledges that in carrying out his duties and responsibilities: i) the Executive shall comply with all lawful and reasonable instructions as may be given by the Board; ii) the Executive acknowledges and agrees that the effective performance of the Executive’s duties requires the highest level of integrity and the Company’s complete confidence in the Executive’s relationship with other employees of the Company and with all persons dealt with by the Executive in the course of employment; and iii) the Executive will perform his duties in a diligent, loyal, productive and efficient manner and use his best efforts to advance the Business and goodwill of the Company. (e) The Executive is employed on a full-time basis for the Company and he understands that the hours of work involved will vary and be irregular and are those hours required to meet the objectives of the employment. (f) The Executive’s initial location of employment under this Agreement shall be in the State of Nevada. Employee mayThe Executive agrees, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or relocate his employment within North America if directed to do so by the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the CompanyBoard. The Company must approve shall reimburse the Executive for all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsmoving expenses related to a relocation of employment hereunder.

Employment. (a) Convergent TWPG Inc. does hereby employs Employee employ you and you do hereby accept employment as its Managing DirectorPresident and Chief Operating Officer of TWPG Inc. You shall have all the duties, responsibilities and authority normally attendant to the office of President of the Firm, and Employee hereby accepts you shall render services consistent with such employmentposition on the terms set forth herein. Employee As President of the Firm, you shall report solely and directly supervise to the Chief Executive Officer. In addition, you shall have such other executive and have primary managerial powers and duties with respect to the Firm as may reasonably be assigned to you by the Chairman and Chief Executive Officer, to the extent consistent with your position and status as set forth above, including being a member of the Firm’s Executive Committee and Underwritten Offering Committee and having principal responsibility for those specific functions corporate development, including mergers and duties acquisitions and the integration of any acquisitions TWPG Inc. may undertake. All employees of the Firm other than the Chairman and Chief Executive Officer and employees of the Firm’s asset management group shall report to you, either directly or through such business unit heads as the Chairman and Chief Executive Officer or you may designate. If the Firm should create a Compensation Committee during the Employment Period, you shall immediately become (and remain) a member. You agree to devote substantially all of your business time, labor, skill and energies to the business and affairs of the Firm during the Employment Period, subject to periods of vacation and sick leave to which you are entitled. Except as otherwise provided below, during the Employment Period, you will not render any business, commercial or professional services to any individual or any entity that are assigned is not part of the Firm. However, you may serve on corporate, civic or charitable boards, manage personal investments, deliver lectures or fulfill speaking engagements, so long as these activities do not significantly interfere with your performance of your responsibilities under this Agreement and any service on a corporate, civic or charitable board is pre-approved by the Company's President ("President")Chairman and Chief Executive Officer. The Firm has discussed with you the activities that you are conducting at the time of this Agreement and agrees that these activities, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving any substitute activities that are similar in interim managementnature and scope, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of will not significantly interfere with your responsibilities under this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent 1.1. The Company hereby employs the Employee as its Managing Director, and the Employee hereby accepts such employmentemployment and agrees to perform the services specified herein upon the terms and conditions hereinafter set forth. 1.2. Subject only to the provisions for termination as hereinafter set forth, the term of this Agreement shall be for a one-year period (the "Term of Employment") commencing on the date hereof (the "Commencement Date"). Thereafter, this Agreement is subject to renewal upon the mutual agreement of Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company. All previous understandings, whether written or oral, concerning the Employee's President employment arrangements with the Company or any Affiliates of the Company or their respective successors ("President")including but not limited to the Employee's prior employment agreement with Bayard Drilling Technologies, including: strategic management; private equity placement; merger Inc.) shall be superseded by this Agreement and acquisition advisory services; as well as serving in interim management, special business advisoryshall no longer be applicable, and director positions for clients the Employee's position referred to herein initially shall be Marketing Manager - Central Division of the Company, all . 1.3. The Employee has been appointed Marketing Manager - Central Division of which shall be referred the Company by the President of the Company and agrees to collectively in perform: (a) the body of this Agreement as duties required to effectively discharge the "Services." Employee covenants to render and perform his/her Services functions assigned to the best of Employee's ability and subject to the terms of this Agreement.Marketing Manager - Central Division; and (b) During his/her employment under this Agreement, such other duties and responsibilities directly relating to the business of the Company or otherwise as may be reasonably prescribed from time to time by the Board. 1.4. The Employee shall devote substantially his full time time, attention and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty energy to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests business of the Company and in a manner or such other successor division or entity that will promote is owned by the Company or one of its goodwillAffiliates. Except as expressly agreed in writing between Convergent and Employee, The Employee shall not be employed by accept part-time or connected full-time employment or have any consulting or other similar arrangement (including, but not limited to, as a director) with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, entity without the express written approval consent of the Company's President. Employee may, however, accept service as a board member Board of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the CompanyDirectors. 1.5. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not appropriate or otherwise divert any corporate opportunity for his personal benefit which should be prohibited from making passive investments directed to, or otherwise appropriately belongs to, the Company or any Affiliate thereof. 1.6. In the event of a question or dispute with respect to (a) the adequacy of the time commitment of the Employee, as stipulated above in other noncompeting businessesSection 1.4, provided or (b) whether an opportunity referred to in Section 1.5 hereof should be directed to the Company or an Affiliate thereof, the parties agree that the Board of Directors' determination as to any such investments do not require Employee's participation in management or operationsquestion shall be final and conclusive.

Employment. During the Employment Term: (a) Convergent hereby employs Employee Executive shall serve as its Managing DirectorPresident and Chief Executive Officer of Endo and shall be assigned with the customary duties and responsibilities of such position. In addition, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the CompanyEffective Date, all Executive shall serve as member of which the board of directors of Endo (the “Board”). For as long as Executive is the Chief Executive Officer of Endo, Endo shall be referred nominate Executive for re-election to collectively the Board. At the time of Executive’s termination of employment with the Company for any reason, Executive shall resign from the Board and the board of directors of any of Endo’s affiliates. Executive shall not receive any compensation in addition to the body compensation described in Sections 3 and 4 of this Agreement for serving as a director of Endo or as a director or officer of any of Endo’s affiliates, but shall be covered under the "Services." Employee covenants to render indemnification and perform his/her Services to the best directors’ and officers’ liability insurance provisions of Employee's ability and subject to the terms of this AgreementSection 14(d) for any such services. (b) During his/her employment under this AgreementExecutive shall report directly to the Board. Executive shall perform the duties, Employee undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in a similar executive capacity. (c) Executive shall devote substantially full full-time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company and its affiliates. Executive may (i) serve on corporate, civic, charitable or non-profit boards or committees, subject in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability all cases to perform this Agreement, directly or indirectly, alone or in association with others, without the express written prior approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client Board and other applicable written policies of the Company except and its affiliates as arranged through the Companyin effect from time to time, and all compensation (ii) manage personal and other benefits from family investments, participate in industry organizations and deliver lectures at educational institutions, so long as no such a position service or activity unreasonably interferes, individually or in the aggregate, with the performance of his responsibilities hereunder. (d) Executive shall be subject to and shall abide by each of the personnel and compliance policies of the Company and its affiliates applicable and communicated in writing to senior executives. (e) Executive shall provide services at his location in Chestnut Ridge, New York, and will inure travel to the Company. The Company must approve all such relationships with client companies’s U.S. headquarters in Malvern, Pennsylvania and Endo’s headquarters in Ireland to the client must provide Directors and Officers Insurance extent reasonably necessary and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsto fulfill his duties.

Employment. (a) Convergent 1.1 Employer hereby employs Employee as its Managing DirectorEmployee, and Employee hereby accepts such and agrees to employment. , on the terms and conditions set forth herein. 1.2 Employee shall serve as the Executive Vice President and Chief Financial Officer of Employer and its wholly-owned subsidiary, Reddi Brake Supply Company, Inc., a California corporation, and any other corporation or other entity which is in control of or controlled by or under common control with Employer, whether or not Employee is directly supervise employed by such other corporation or entity (collectively the "Affiliates"). In such capacity, Employee shall have such authority and have primary responsibility power to perform, and shall be responsible for those specific functions and performing, all duties that are customary for an officer holding such office, and shall have such other authority and perform such other duties as may be reasonably assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients or Board of Directors of Employer. Without limiting the generality of the Companyforegoing, all of which Employee shall be referred responsible, subject only to collectively the direction of the President and the Board of Directors of Employer, for management of the financial, accounting, human resource and other administrative functions of Employer and the Affiliates, including regular consultation with and supervision of other officers and employees. Employee agrees to observe and comply with the reasonable written rules and regulations of Employer, as from time to time in effect, with respect to the body performance of this Agreement as the "Services." Employee covenants his duties and his employment hereunder and to render carry out and perform his/her Services all reasonable written orders, directions and policies announced to him by the best President or the Board of Employee's ability and subject to the terms of this AgreementDirectors. (b) During his/her employment under this Agreement1.3 Employee agrees that, except during vacation periods or in accordance with Employer's personnel policies covering reasonable periods of leave or illness or other incapacitation, Employee shall devote substantially full all of his business time and attention exclusively services to rendering Services to Convergent in the position described in Subparagraph (a) abovebusiness and interests of Employer. Employee will at all times exercise a duty shall perform the duties of loyalty his office and those assigned to the Company, acting him by Employer's Board of Directors in good faith, as an honest and prudent person, in a manner that Employee believes is in to the best interests of the Company and in his ability. It is understood that Employer shall employ a manner that will promote its goodwill. Except person selected by Employee as expressly agreed in writing between Convergent and Employee, 's secretary. 1.4 Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreementnot, without the prior written consent of Employer, directly or indirectly, alone during the term of his employment: 1 2 (a) Render services of a business, professional or in commercial nature to any other corporation, partnership, proprietorship, firm, association with othersor other entity, without the express written approval of the Company's President. Employee maywhether for compensation or otherwise; provided, however, accept service services as an officer or director of a board member of charitable nonprofit or community organizations whether or not such service will be beneficial professional organization or, subject to Convergent or to the Employee's personal development. Employee will not accept any position paragraph 1.4(b) below, as a director of two or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and fewer corporations (other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee than nonprofit or professional organizations) shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.by any provision of this Agreement; or

Employment. (a) Convergent Company agrees to and hereby employs does employ Employee during the Term (as its Managing Director, hereinafter defined) to render services to the Company and Employee hereby accepts such employment. Employee will have the title of Management Trainee – Research and shall directly supervise have the duties and have primary responsibility for those specific functions and duties that are assigned by authorities customarily associated therewith. The Employee will currently be working at the Company's President ("President")’s Mumbai office. However, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients employee is liable to be transferred to any of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementour other offices. (b) During his/her employment under this AgreementEmployee agrees that, during the Term, Employee shall devote substantially full time Employee’s entire working time, attention, energy, knowledge and attention skill exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company's business and the performance of the duties and responsibilities assigned to Employee hereunder and as may from time to time be assigned to Employee. In addition to the speMumbaicific duties assigned to Employee, acting in good faithEmployee will be expected to perform such other duties as are commensurate with Employee’s position and responsibilities, as an honest including without limitation, (i) exercising Employee’s best judgment; (ii) safeguarding and prudent person, in a manner that Employee believes is in saving the best interests assets of the Company from waste; and (iii) following, maintaining, and implementing the business plans, budgets, business procedures and directives established and promulgated by the Company, as modified or amended from time to time. The Company and all of its affiliated companies are sometimes referred to herein collectively as the “Ipsos Group”. (c) During the Term, Employee shall not, except with the prior written consent of the Company, engage in any other business or enterprise, whether as owner, partner, shareholder, member, director, employee, consultant, advisor, retainer, contractor or otherwise. (d) As a manner condition of employment, Employee agrees to be bound by and to comply fully with all Company policies and procedures for employees, including but not limited to all terms and conditions set forth in any applicable employee handbook, code of conduct, compliance manual or any other memoranda and communication applicable to Employee, including the Ipsos Book of Policies and Procedures and the Ipsos Green Book (as such materials may be amended from time to time) (hereinafter referred to as “Company Policies”) and Employee agrees to execute all such documentation required by the Company in connection with implementing the Company Policies. (e) Employee hereby represents and warrants that (i) Employee is not a party to any oral or written agreement which purports to restrict or in any other way affects Employee’s ability to serve in the capacity in which Employee has agreed to serve, or to perform the duties or comply with the obligations which Employee has agreed to perform or comply with, pursuant to this Agreement; (ii) without limiting the foregoing, Employee is and was not a party to any written or oral agreement in respect of any claim, or currently or previously a party, deponent or target in any proceedings or investigations, nor currently or previously bound by any order or judgment, relating to or in connection with any of Employee’s prior or existing employment relationships or directorships; and (iii) Employee will promote its goodwill. Except as expressly agreed not improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity, and will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing between Convergent by such employer, person or entity. (f) Communication with the media may be part of Employee’s duties, and EmployeeEmployee shall not make any disparaging or misleading comments or statements about the Company or its affiliated companies or any of their directors, employees or clients. Further, Employee shall not be employed by or connected with make any other business that would limit Employee's ability to perform this Agreementstatement in respect of unpublished information, directly or indirectly, alone or in association with others, without the express written approval of which may affect the Company's President. Employee may’s shares, however, accept service as a board member of charitable debentures or community organizations whether or not other securities unless such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through statement has been agreed in advance with the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent hereby employs Employee The Company shall employ the Executive and the Executive will serve the Company as its Managing DirectorExecutive Vice President of the Company and as Chief Operating Officer of Clean Harbors Environmental Services, Inc. upon the terms and Employee hereby accepts such employmentconditions provided herein. Employee In the discharge of his duties hereunder, the Executive shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by report to the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Executive Officer of the Company. During the period of his employment hereunder, the Executive shall perform all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render duties and perform his/her Services services hereunder faithfully and to the best of Employeehis abilities on a full-time basis and shall perform such additional duties as may from time to time be assigned to him by the Chief Executive Officer or the Board of Directors of the Company which are not (except with the Executive's ability consent) inconsistent with the Executive's role in a senior management position with the Company. During the term of this Agreement, the Executive shall not be engaged in any other activities which materially interfere with the Executive's full-time obligations and subject duties to the Company, except for those other activities that shall be approved by the Board of Directors of the Company. The Executive shall be entitled to manage his own personal investments provided such investments are not inconsistent with the terms of this Agreement. (b) During his/her employment under this Agreement. The Board of Directors of the Company has voted to increase the number of its members and to appoint the Executive to the Board of Directors of the Company. While the Executive continues to be employed hereunder, Employee upon expiration of his term as a director, the Company shall devote substantially full time and attention exclusively propose to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty shareholders of loyalty to the Company, acting in good faithat the appropriate annual meeting, as an honest and prudent person, in a manner that Employee believes is in the best interests election or re-election of the Company and in Executive as a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval member of the Company's President. Employee mayBoard; provided, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to if the EmployeeExecutive's personal development. Employee will not accept employment hereunder shall terminate for any position reason, he shall forthwith submit his resignation as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits it shall be a condition of the payment of any Severance which may be due the Executive hereunder that the Executive shall have resigned from such his position as a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsdirector.

Employment. (aA) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject Subject to the terms and conditions and for the Compensation and Benefits hereinafter set forth, the Employer hereby agrees to employ Executive for and during the term of this Agreement. Executive is hereby employed by the Employer as the Chairman of the Board of Directors and Chief Executive Officer of each of ESG, Eagle Supply and JEH. The Executive's powers and duties shall be those of an executive nature which are appropriate for a Chairman of the Board of Directors and Chief Executive Officer in accordance with the bylaws of the Employer; and Executive does hereby accept such employment or greater employment as may be mutually agreed upon by the parties hereto and agrees to devote as much time to the affairs of the Employer as Executive deems necessary to discharge his duties to the Employer during the term of this Agreement. Executive shall report to the Board of Directors of ESG. The Employer shall not require Executive to be employed in any location other than in proximity to his residence unless he consents in writing to such location. (bB) During his/her employment under the term of this Agreement, Employee Executive shall devote substantially full time be furnished with office space and attention exclusively to rendering Services to Convergent in facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the prerequisites customarily associated with the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests Chairman of the Company Board of Directors and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent Chief Executive Officer of each of ESG, Eagle Supply and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform JEH. (C) During the term of this Agreement, directly or indirectly, alone or Employer shall be responsible (i) to pay to Executive the Compensation and Benefits set forth in association Section 4; (ii) reimburse Executive for expenses as provided in Section 5; and (iii) provide Executive with others, without the express written approval of benefits and vacation set forth in Section 6. (D) Executive agrees to submit to any medical examination(s) and provide any information and documents reasonably necessary for the CompanyEmployer to obtain any insurance required by this Agreement and "Key Man" life insurance on the Executive's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationslife.

Employment. (a) Convergent hereby employs Employee During the Term (as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"defined below), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving the Corporation shall employ Executive in interim management, special business advisory, and director positions for clients the position of President of the Company, all of which shall be referred to collectively Corporation's DSD Operating Division or in the body of this Agreement such other positions as the "Services." Employee covenants parties shall mutually agree. Executive agrees to render serve in such positions and to perform his/her Services diligently and to the best of Employeehis abilities the duties and services appertaining to such office, as well as such additional duties and services appropriate to such office as shall be specified by the Board of Directors from time to time. Executive's ability and employment shall also be subject to the terms of this Agreementpolicies maintained and established by Corporation, as the same may be amended from time to time. (b) During his/her The Executive hereby accepts such employment under this Agreementand agrees that during the continuance thereof he will devote all of his business time, Employee shall devote substantially full time effort, skill and attention exclusively to rendering Services the affairs of, and for the benefit of, the Corporation and its affiliates (as defined below) and that he will not engage, directly or indirectly, in any other business or businesses, whether or not similar to Convergent that of Corporation. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in passive personal investments that do not conflict with the position described in Subparagraph (a) abovebusiness and affairs of Corporation or interfere with Executive's performance of his duties hereunder. Employee will Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company Corporation and in a manner that will promote to do no act which would injure the business, interests or reputation of the Corporation or any of its goodwillsubsidiaries or affiliates. Except as expressly agreed in writing between Convergent In keeping with these duties, Executive shall make full disclosure to the Corporation of all business opportunities pertaining to the Corporation's business and Employee, Employee shall not be employed by or connected with any other appropriate for Executive's own benefit business that would limit Employee's ability to perform opportunities concerning the subject matter of the fiduciary relationship. For purposes of this Agreement, directly the term "affiliate" shall mean with respect to a specified entity, an entity that directly, or indirectlyindirectly through one or more intermediaries, alone controls, or in association is controlled by, or is under common control with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsentity specified.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by During the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms term of this Agreement, BPLSC shall employ Muther, and Muther shall serve, as Executive Vice President, Administration and Legal Affairs. (b) During his/her employment under this Agreementthe Employment Period (as defined in Section 13), Employee Muther shall devote substantially his full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Companybusiness of the Partnerships, acting in good faith, as an honest and prudent person, in a manner that Employee believes is will act in the best interests of the Company Partnerships and will perform with due care the duties and responsibilities assigned to him by the Board. Muther agrees to cooperate fully with the Board, and not to engage in a manner any activity that interferes with the performance of his duties hereunder. During the Employment Period, Muther will promote its goodwillnot hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Except as expressly agreed in writing between Convergent and EmployeeHowever, Employee it shall not be employed a violation of this Agreement for Muther to (1) serve on corporate, civic, or charitable boards or committees, except for boards or committees of a competing business, provided that such service does not interfere with the performance of his duties and responsibilities under this Agreement, or (2) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Partnerships. (c) Muther represents and covenants to BGH and BPLSC that he is not subject or connected with a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other business agreement, covenant, understanding, or restriction that would limit Employee's ability to perform prohibit him from executing this AgreementAgreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, alone limit or affect the duties and responsibilities hereunder. (d) Muther acknowledges and agrees that he owes BGH and BPLSC a duty of loyalty and that the obligations described in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Companythis Agreement are in addition to, and all compensation not in lieu of, Muther’s obligations under common law. (e) Any salary, bonus and other benefits compensation payments hereunder shall be subject to all applicable payroll and other taxes. (f) During the term of this Agreement, BPLSC shall pay to Muther an annualized base salary of no less than $300,000 (such amount, as it may be increased from such a position will inure time to the Company. The Company must approve all such relationships time, is hereinafter referred to as “Compensation”) (less applicable taxes and withholdings) in consideration for Muther’s services under this Agreement, payable in conformity with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities BPLSC’s customary payroll practices for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsexecutive salaries.

Employment. (a) Convergent hereby employs Employee as its Managing DirectorDuring the term of employment, the Company shall employ the Executive, and Employee hereby accepts such employmentthe Executive shall serve, as the President of the Company. Employee In his capacity as President, the Executive shall directly supervise and have primary responsibility for those specific the direction and supervision of the following functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, with the authority, duties and powers appropriate and customary to discharge such responsibility: all corporate staff functions, including without limitation, legal, finance, communications and public affairs and administration, and each of which the Executive Vice Presidents or Senior Vice Presidents in charge of each such function shall be referred report to collectively in the body of this Agreement Executive. If the Company shall designate the Executive as the "Services." Employee covenants to render President and perform his/her Services to the best Chief Operating Officer of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting the Executive shall also serve in good faithsuch capacity, without additional compensation, and such title and any additional authority and duties assumed in connection therewith shall not thereafter be diminished. In addition, the Executive shall have such other authority, functions, duties, powers and responsibilities as the Board of Directors or the Chief Executive Officer of the Company may from time to time delegate to the Executive in addition thereto, consistent with his stature as the President or the President and Chief Operating Officer, as an honest the case may be, of the Company. The Executive shall, subject to his election as such from time to time and prudent personwithout additional compensation, 2 2 serve during the term of employment in a manner that Employee believes is such additional offices of comparable or greater stature and responsibility in the best interests Company and its subsidiaries and as a director and as a member of any committee of the Board of Directors of the Company and its subsidiaries, to which he may be elected from time to time. During the term of employment, (i) the Executive's services shall be rendered on a substantially full-time, exclusive basis and he will apply on a full-time basis all of his skill and experience to the performance of his duties in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent such employment, (ii) the Executive shall report only to the Company's Board of Directors and Employeeto the Company's Chief Executive Officer, Employee (iii) the Executive shall not be employed by or connected with any have no other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with othersemployment and, without the express prior written approval consent of the Chief Executive Officer of the Company, no outside business activities which require the devotion of substantial amounts of the Executive's President. Employee may, however, accept service as a board member time and (iv) the place for the performance of charitable or community organizations whether or not such service will the Executive's services shall be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client principal executive offices of the Company except which shall be in the New York City metropolitan area, subject to such reasonable travel as arranged through may be appropriate or required in the Company, and all compensation and other benefits from such a position will inure to performance of the Executive's duties in the business of the Company. The Company must approve all such relationships with client companiesforegoing shall be subject to the Company's written policies, as in effect from time to time, regarding vacations, holidays, illness and the client must provide Directors like and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited prevent the Executive from making passive investments in other noncompeting businessesdevoting such time to his personal affairs as shall not interfere with the performance of his duties hereunder, provided such investments do not require Employee's participation that the Executive complies with the provisions of Sections 9 and 10 and any generally applicable written policies of the Company on conflicts of interest and service as a director of another corporation, partnership, trust or other entity ("Entity"). The Company shall use its best efforts to cause the Executive to be a member of its Board of Directors throughout the term of employment and shall include him in the management or operationsslate for election as a director at every stockholders' meeting at which his term as a director would otherwise expire.

Employment. 1.1 Company shall employ Executive and Executive accepts such employment with the Company upon the terms and conditions set forth in this agreement. 1.2 During the Term defined below Executive shall serve as a senior executive of Company as Executive Vice President performing (ai) Convergent hereby employs Employee services as its Managing Directorsupervisor of the business affairs and internal legal areas, (ii) services overseeing feature development and production, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and (iii) any other duties that including all activities incidental thereto which are consistent with Executive's title as may be assigned to him by the Company's President Chief Executive Officer or the Board of Directors ("PresidentBoard"); Executive shall be included in consideration of material business decisions of management. 1.3 Executive shall devote Executive's best efforts and Executive's exclusive full business time and attention (as required by the Chief Executive Officer of the Company or the Board) to the business and affairs of Company, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisoryits parent, and director positions for clients of their direct or indirect wholly owned subsidiaries, if any. In connection with the foregoing, Executive shall be located at and perform his services primarily at the Company, all of which shall be referred to collectively 's principal executive offices located in the body greater Los Angeles Metropolitan area (it being understood that the performance of this Agreement as the "ServicesExecutive's duties shall include business travel from time to time outside of such area)." Employee covenants to render 1.4 Executive shall perform Executive's duties and perform his/her Services responsibilities to the best of EmployeeExecutive's ability abilities in a diligent, trustworthy, business-like and subject efficient manner and shall comply with Company's reasonable instructions and regulations in all matters, including, if applicable, artistic taste. 1.5 Reference is made to Company's "Executive Handbook" as the terms same may be currently in effect or hereafter modified (modifications, if any, which are inconsistent with specific provisions of this agreement shall not be deemed incorporated herein). Said Executive Handbook shall be deemed a part of this Agreement, except that the Company's termination rights hereunder shall be only as set forth in this Agreement and if there are any other inconsistencies between the handbook and this agreement the provisions of this Agreement shall prevail. (b) During his/her employment under this Agreement1.6 Executive shall cooperate with Company to enable Company to obtain, Employee shall devote substantially full at its expense, life insurance on the life of Executive for the benefit of Company in such amounts as Company may from time and attention exclusively to rendering Services time determine, but failure to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee qualify for insurance shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsbreach hereof.

Employment. (a) Convergent hereby employs Employee as its Managing DirectorThe Company will employ the Executive, and Employee hereby accepts such employmentExecutive agrees to be employed by the Company, as President and Chief Executive Officer of AON. Employee shall directly supervise Executive will report to the Company's Chief Executive Officer and have primary responsibility will also be a member of the Company's Office of the Chairman. Executive will be responsible for those specific functions the general operation, management and duties that are assigned profitability of AON, consistent with and subject to the business strategy and budgets of the Company and AON, as approved from time to time by the Company's President Board of Directors (the "PresidentBoard"), including: strategic management; private equity placement; merger ) and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company's Chief Executive Officer. Executive shall have the authority to make expenditures and personnel decisions with respect to individuals whose duties lie solely within AON, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to compliance with the terms of this AgreementCompany's guidelines as revised from time to time and the AON budget as approved by the Board from time to time. Executive will also have such other responsibilities, duties and authority, commensurate with Executive's position, as may from time to time be assigned to him by the Company's Chief Executive Officer. (b) During his/her employment under this Agreement, Employee shall Executive agrees to devote substantially all of his full business time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty energies to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company and AON, provided, however, that nothing contained in a manner that will promote its goodwill. Except as expressly agreed this Paragraph 1(b) shall be deemed to prevent or limit his right to: (i) make wholly passive investments in writing between Convergent and Employee, Employee shall the securities of any entity which he does not be employed by or connected with any other business that would limit Employee's ability to perform this Agreementcontrol, directly or indirectly, alone or and which is not a "Competitive Business" (as defined in association with othersthe Confidential Information/ Noncompetition/Proprietary Rights Agreement attached hereto as Exhibit A (the "Confidentiality Agreement") and (ii) serve in the capacities set forth in Exhibit B, without and in all other cases subject to the express written prior approval of the Company's President. Employee mayChief Executive Officer, however, accept service to serve as a board member on the Board of charitable Directors, Board of Trustees or community organizations whether other similar body of other corporations or entities which do not compete with the Company, AON or any of their Affiliates, provided that his duties in any such service will capacity shall be beneficial limited to Convergent or to the Employee's personal development. Employee will not accept any position as that of a director or advisor of a company that is public corporation and shall not include any day to day management activities. "Affiliates" as used herein shall mean corporations which for purposes of Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), are either a client parent or subsidiary of the Company except as arranged through or AON, direct or indirect. Notwithstanding the Companyforegoing, and all compensation and other benefits from such a position will inure Executive shall be permitted to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making make wholly passive investments in other noncompeting businessesany publicly-held Competitive Businesses, provided such investments do that his direct and indirect ownership shall not require Employee's participation in management or operationsexceed 1% of the outstanding voting capital stock of any publicly-held Competitive Business.

Employment. (a) Convergent hereby employs Employee The Corporation agrees to employ Executive as its Managing DirectorChairman of the Board, President and Employee hereby accepts Chief Executive Officer and Executive agrees to serve the Corporation in such employmentcapacities, upon the terms and conditions and for the period of employment hereinafter set forth. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by Throughout the Company's President Employment Period (as defined below), subject to the supervision of the Board of Directors (the "PresidentBoard"), including: strategic management; private equity placement; merger Executive shall exercise such authority and acquisition advisory services; perform such duties as well as serving in interim management, special business advisory, are commensurate with the authority exercised and director positions for clients the duties performed by the Corporation's previous Chairman of the Company, all of which shall be referred to collectively in Board and Chief Executive Officer immediately preceding the body of this Agreement Effective Date (as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms defined below) of this Agreement. Executive shall provide such services at the headquarters of the Corporation in Rockford, Illinois, except as otherwise expressly provided herein. Throughout the Employment Period, unless otherwise agreed in writing by Executive and the Corporation, the Corporation shall neither demote Executive nor assign to Executive any duties or responsibilities that are inconsistent with his position, duties, responsibilities and status as Chairman of the Board, President and Chief Executive Officer. (b) During his/her employment under the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Corporation and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Executive's responsibilities as an employee of the Corporation in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive prior to the Effective Date of this Agreement, Employee shall devote substantially full time the continued conduct of such activities (or conduct of activities similar in nature and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (ascope thereto) above. Employee will at all times exercise a duty of loyalty subsequent to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests Effective Date of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee this Agreement shall not thereafter be employed by or connected deemed to interfere with any other business that would limit Employeethe performance of Executive's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or responsibilities to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsCorporation.

Employment. 1.1 Commencing January , 2011 (a) Convergent hereby employs Employee “Effective Date”), the Company shall employ Executive as its Managing DirectorChief Executive Officer of the Company until terminated as set forth in Section 3, reporting to the Board of Directors of the Company (the “Board”). As of the Effective Date, Executive shall be appointed a member of the Board and shall be nominated for re-election at each annual meeting thereafter at which his term expires. Executive shall be assigned such duties with regard to the business of the Company as are generally performed by an executive of the Company serving in such position, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and other duties that are as may from time to time be assigned to Executive by the Company's President ("President"), including: strategic management; private equity placement; merger Board consistent with such position. 1.2 Executive agrees to devote his exclusive and acquisition advisory services; full professional time and attention to his duties as well as serving in interim management, special business advisory, and director positions for clients an employee of the Company. In addition, all Executive agrees that he shall not render to others any service of any kind for compensation or engage in any other business activity including without limitation any involvement in any business in which Executive has any administrative or operating responsibility; provided, Executive may continue to serve as a member of the board of directors of Reliance Steel and Aluminum Co. or, in lieu of such service, with the prior consent of the Board (which consent shall not be referred unreasonably withheld), the board of directors of one other public or privately-held company, provided that such service with any such companies does not materially interfere with Executive’s discharge of his duties to collectively the Company and is not competitive with the Company. If at any time service on any board of directors would, in the body discretion of this Agreement as the "Services." Employee covenants to render and perform his/her Services Board, conflict with Executive’s fiduciary duty to the best Company or create any appearance thereof, Executive shall promptly resign from such other board of Employee's ability directors after written notice of the conflict is received from the Board. Subject to Section 4 hereof, Executive shall not be precluded from devoting reasonable periods of time required to manage his personal investments and subject participate in professional, educational, philanthropic, or community activities; provided that such activities do not interfere with Executive’s discharge of his duties to the terms of Company. 1.3 Executive’s primary work location will be at the Company’s headquarters, which is currently in Covington, Kentucky (the metropolitan Cincinnati area). However, it is expected that the Executive will be required to travel to other locations on a frequent basis in connection with his responsibilities under this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee 1.4 Executive will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of receive performance reviews from the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeeno less than on an annual basis with the first review to occur no later than July, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations2011.

Employment. The Company hereby agrees to employ the Executive and the Executive hereby accepts and agrees to employment with the Company, upon the terms and subject to the conditions set forth herein. The Executive shall serve as Chief Investment Officer and interim Chief Operating Officer of the Company and such other office or offices to which the Executive may be appointed or elected by the Board. Subject to the direction and supervision of the Board, the Executive shall perform such duties as are customarily associated with the offices of Chief Investment Officer and, for so long as Executive is serving in such position, Chief Operating Officer of the Company and such other offices to which the Executive may be appointed or elected by the Board and such additional duties as the Board may determine. The Executive will report to the Board. During the Term (aas defined below), the Executive shall (i) Convergent hereby employs Employee as its Managing Directordevote substantially all of his business time and attention to the performance of the Executive’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 performance of such duties either directly or indirectly without the prior written consent of the Board; (ii) devote the Executive’s best efforts, skill and energies to promote and advance the business and interests of the Company; and (iii) fully perform the Executive’s obligations under this Agreement. The foregoing does not preclude the Executive from being involved in civic or charitable endeavors or from serving on the board of directors of, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties receiving director fees from, companies that are assigned by not in competition with the Company's President ("President"), including: strategic managementso long as such activities do not adversely affect the Executive’s performance hereunder. Notwithstanding the foregoing, the Company and the Executive acknowledge and agree that the Executive’s position of interim Chief Operating Officer of the Company is intended to be a temporary position and the Executive shall no longer serve in such position once the Company appoints a permanent Chief Operating Officer of the Company; private equity placement; merger and acquisition advisory services; provided, however, that if the Company appoints Executive as well as serving in interim management, special business advisory, and director positions for clients the permanent Chief Operating Officer of the Company, all of which shall be referred to collectively in the body of this Agreement as shall continue to govern the "ServicesExecutive’s employment after such appointment." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. Section 1A. is hereby amended and restated as follows: During the Term (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"defined below), including: strategic management; private equity placement; merger and acquisition advisory services; the Company shall employ Executive as well as serving in interim management, special business advisory, and director positions for clients of Chief Executive Officer. During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein. During Executive’s employment with the Company, Executive shall report directly to the Board of Directors of the Company (the “Board”) and the Chairman of the Board. Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Board, to the extent consistent with Executive’s position. Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time to time. Notwithstanding anything to the contrary above, Executive may participate in civic and charitable activities, and may serve as member of the board of directors of such entities as may be approved from time to time in advance by the Board, so long as such activities do not conflict with or interfere with Executive’s performance of his duties hereunder or compete with or present an actual or apparent conflict of interest for the Company, which shall be referred to collectively determined by the Chief Legal Officer of Xxxx Inc. in her good faith judgment. Executive’s principal work location shall be in Cohasset, Massachusetts; provided, however, that Executive agrees and acknowledges that the body Company’s business is national and reasonable travel shall be required for the performance of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment Executive’s duties under this Agreement. The Company and the Board, Employee respectively, shall devote substantially full time and attention exclusively take such action as may be necessary to rendering Services to Convergent in appoint or elect the position described in Subparagraph (a) aboveExecutive as a member of the Board as soon as practicable following the Effective Date. Employee will at all times exercise a duty of loyalty to Thereafter, during the CompanyTerm, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in the Board shall nominate Executive for re-election as a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval member of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to Board at the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client expiration of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsthen current term.

Employment. (a) Convergent hereby employs Employee Company agrees to (i) employ Executive, and shall appoint Executive, as its Managing DirectorCo-Chief Financial Officer and Chief Integration Officer (for clarification, such position shall be shikko-yaku (executive officer) under the Japanese Corporation Act), (ii) cause Metaldyne to continue to employ Executive as Chief Financial Officer of Metaldyne and Employee hereby accepts such employment(iii) appoint Executive as a director of Company, subject to shareholder approval. Employee In his capacity as Co-Chief Financial Officer and Chief Integration Officer of Company, Executive shall directly supervise and have primary responsibility for those specific functions and duties that are assigned commensurate with his positions as directed from time to time by the Company's President Co-Chairmen of the Company ("President"the “Chairmen”) and shall report to the Chairmen. In his capacity as Chief Financial Officer of Metaldyne, Executive shall have duties commensurate with his position as directed from time to time by the Chief Executive Officer of Metaldyne (the “Metaldyne CEO”) and shall report to the Metaldyne CEO. Executive accepts employment in accordance with this Agreement and agrees to devote his full business time and efforts to the performance of his duties and responsibilities hereunder, subject at all times to review and control of the Chairmen and the Metaldyne CEO, as applicable. During the Term of Employment (as defined below), including: strategic management; private equity placement; merger Executive also agrees to serve, if elected, as an officer or director, or both, of Company or any subsidiary, limited liability company or other business entity of which Company or Metaldyne holds at least a fifty percent (50%) ownership interest, without the payment of any additional compensation therefor, provided that if Executive serves as an officer or director of Company or any such subsidiary, limited liability company or other business entity, Executive shall be entitled to the same director and acquisition advisory services; officer liability protections as well the other officers or directors, as serving applicable, of Company or such subsidiary, limited liability company or other business entity. (b) Nothing in interim managementthis Agreement shall preclude Executive from engaging in charitable and community affairs, special business advisoryfrom managing any passive investment (i.e., and director positions for clients an investment with respect to which Executive is in no way involved with the management or operation of the Companyentity in which Executive has invested) made by him in publicly traded equity securities or other property (provided that no such investment may exceed five percent (5%) of the equity of any entity, all without the prior approval of which shall be referred to collectively in the body Board of this Agreement as Directors of Company (the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and “Board”)) or from serving, subject to the terms prior approval of the Board, as a member of boards of directors or as a trustee of any other corporation, association or entity, to the extent that any of the above activities do not conflict with any provision of this Agreement. (bc) During his/her the Term of Employment, Executive’s principal place of employment under this Agreementshall be at such location or locations as determined from time to time by agreement of the Chairmen and Executive, Employee consistent with the needs of Company and Metaldyne and as required in connection with the performance of Executive’s duties and responsibilities hereunder; provided that Executive may be required to spend up to 50% of his business time in Japan as required in connection with the performance of his duties and responsibilities; provided, however, that Executive shall devote substantially full time not be required to establish a permanent residence in Japan unless otherwise mutually agreed by Company and attention exclusively Executive. Executive acknowledges that his duties and responsibilities hereunder shall require him to rendering Services travel on business, including to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty Japan, to the Companyextent necessary to perform such duties and responsibilities. (d) Effective as of the Effective Time, acting in good faiththis Agreement shall become effective and the parties hereto shall be bound hereby and the Original Employment Agreement shall terminate and have no further force or effect. Without limiting the generality of the foregoing, as Executive shall not be entitled to, and Company and Metaldyne shall have no obligation to provide, any payments, benefits, gross-ups or other entitlements pursuant to Sections 6(d) or 8 of the Original Employment Agreement. (e) For the avoidance of doubt, Executive acknowledges and agrees that, during the Term of Employment, he is not an honest and prudent person, in a manner that Employee believes is in the best interests “employee” of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval for purposes of the Company's President. Employee may, however, accept service Labor Standard Law of Japan and as a board member such he does not have the rights of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client an “employee” for purposes of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsLabor Standard Law of Japan.

Employment. (a) Convergent Employer hereby employs Employee as its Managing DirectorEmployee, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to upon the terms of this Agreementand conditions hereinafter set forth. (b) During his/her employment under the term of this Agreement, or any renewal or extension hereof (for purposes hereof, all references herein to the term of this Agreement shall be deemed to include references to the period of renewal or extension hereof, if any), Employee shall devote substantially her full time to her employment and attention exclusively perform with reasonable diligence such duties as are customarily performed by the Executive Vice President of Investment Management or similar senior executive officer charged with primary responsibility for real estate investment management for a company having the size and structure of CRSI and its subsidiaries (including Employer), together with such other duties as may be reasonably requested from time to rendering Services to Convergent time by the Board of Directors of CRSI (the "Board"), the Compensation Committee of the Board (the "Committee") or CRSI's chief executive officer, which duties: shall be consistent with the further covenants set forth in Section 2 of this Agreement, and (ii) shall include the position described and responsibilities of Chief Investment Officer of a legal entity to-be- formed by Employer which will make investments in Subparagraph various forms of real estate assets and/or transactions (athe "Fund"). (c) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreementnot, without the prior written consent of Employer, directly or indirectly, alone during the term of this Employment Agreement, other than in the performance of duties naturally inherent in the businesses of CRSI or any subsidiary of CRSI (including Employer) and in association with othersfurtherance thereof, without the express written approval render services of the Company's President. Employee maya business, professional or commercial nature to any other person or firm, for compensation; provided, however, accept service that so long as a board member of charitable or community organizations whether or it does not such service will be beneficial interfere with her full-time employment hereunder, Employee may attend to Convergent or to the Employee's her personal development. Employee will not accept any position outside investments, serve as a director or advisor of a company that is a client of the Company except corporation which does not compete with CRSI (as arranged through the Companyprovided in Section 8 hereof), and serve as director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations. Employee may complete the performance of her professional engagements which are pending on the date of this Agreement; provided that any such performance does 203 not interfere with the performance of her employment duties hereunder. For purposes of this Agreement, all compensation references herein to subsidiaries and other benefits from such a position will inure affiliates of Employer or CRSI shall be deemed to the Company. The Company must approve all such relationships with client companies, include subsidiaries and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management affiliates now or operationshereafter existing.

Employment. Subject to the terms of the Agreement, Employer hereby agrees to employ Employee during the Agreement Term (aas defined in Section 2 below) Convergent hereby employs Employee as its Managing Director, Chief Financial Officer, and Employee hereby accepts such employment. Employee shall directly supervise report to Employer’s Chief Executive Officer. The duties of Employee shall include, but not be limited to, the performance of all duties associated with executive oversight and have primary responsibility for those specific functions management of Employer’s Finance Division. On Tuesdays, Wednesdays and Thursdays of each work week during the Agreement Term, Employee shall perform his duties hereunder at Employer’s principal place of business in Chicago, Illinois or at such other place as business travel dictates; provided, however, that are assigned by the Company's President Employee may work from his home ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively or other suitable locations) on such days in the body event he cannot travel to Chicago due to inclement weather or personal issues that make travel impracticable. On Mondays and Fridays of this each work week during the Agreement Term, Employee shall perform his duties hereunder at mutually convenient times from his home (or other suitable locations) as the "Services." Employee covenants necessary to render and perform his/her Services fulfill his duties as Chief Financial Officer. Subject to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreementforegoing, Employee shall devote substantially full time his business time, ability and attention exclusively to rendering Services the business of Employer during the Agreement Term, as directed by the Chief Executive Officer. Notwithstanding anything to Convergent the contrary contained herein, nothing in the position described Agreement shall preclude Employee from participating in Subparagraph the affairs of any governmental, educational or other charitable institution, engaging in professional speaking and writing activities, and serving as a member of the board of directors of a publicly held corporation (aexcept for a competitor of Employer), provided Employee notifies Employer’s Board of Directors (“Board”) aboveprior to his participating in any such activities and as long as the Board does not determine that any such activities interfere with or diminish Employee’s obligations under the Agreement. Employee will at shall be entitled to retain all times exercise a duty of loyalty fees, royalties and other compensation derived from such activities, in addition to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from payable to him under the Agreement, but shall disclose such a position will inure fees to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsEmployer.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned The scope of the Employee’s employment by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which Company shall be referred to collectively in the body Scope of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this AgreementEmployment. (b) During his/her employment under this Agreement, The Company agrees to employ the Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described Employment Position, and the Employee agrees to be employed by the Company in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty the Employment Position, reporting to the CompanySupervising Officer, acting in good faith, as on the terms and conditions hereinafter set forth. The Employee’s duties and responsibilities shall be those duties and responsibilities customarily performed by an honest and prudent person, in a manner that Employee believes is employee in the best interests Employment Position. During the term of Employment hereunder, the Employee agrees to devote his or her total attention and time to the business and affairs of the Company and in a manner that will promote its goodwillas required to discharge the responsibilities assigned to the Employee hereunder; except for the Other Commitments. Except as expressly agreed in writing between Convergent and EmployeeDuring the term of this Amendment, the Employee shall not be employed by or connected with engaged in any other employment nor actively in any other business that would limit activities, or in any other activities which may hinder the Employee's ability to perform this Agreementperformance hereunder, directly with or indirectlywithout compensation, alone for any other person, firm or in association with otherscompany, without the express prior written approval consent of the Company's President, except for the Other Commitments. The Employee maywarrants confirms and undertakes that the Employee is entitled to enter into this Amendment and to assume all the obligations pursuant hereto, however, accept service as a board member of charitable that there is no contractual or community organizations whether or not such service will be beneficial to Convergent or other impediment on the Employee’s entering into this Amendment and to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through ’s engagement by the Company, and all compensation that in entering into this Amendment the Employee is not in breach of any other Amendment or obligation to which Employee is or had been a party. (c) The Employee shall perform the Employee’s duties diligently, conscientiously and other benefits from such a position will inure to in furtherance of the Company’s best interests. In the event that the Employee shall discover that he or she has or might have any direct or indirect personal interest in any of the Company’s business or a conflict of interest with the duties required of the Employee by virtue of the Employee's employment with the Company, immediately upon such discovery the Employee shall so inform the Board of Directors of the Company in writing. (d) The Company must approve all such relationships with client companies, parties hereto confirm that this is a personal services contract and that the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee relationship between the parties hereto shall not be prohibited from making passive investments subject to any general or special collective employment agreement or any industry custom or practice, or practice of the Company in respect of any of its other noncompeting businesses, provided such investments employees or contractors. The Employee agrees that the execution and delivery by the Employee of this Amendment and the fulfillment of the terms hereof (i) does not conflict with any agreement or undertaking by which the Employee is bound; and (ii) do not require Employee's participation in management the consent of any person or operationsentity.

Employment. (a) Convergent Upon the terms and conditions hereinafter set forth, the Company hereby employs agrees to employ Employee as its Managing Director, and Employee hereby accepts agrees to become employed by the Company. During the Term of Employment (as hereinafter defined), Employee shall be employed in the position of Chief Financial Officer of the Company and shall also serve in other positions of the affiliates of the Company as may be designated (the “Designated Affiliates”) from time to time by the board of directors of the Company (the “Board”), provided that such employmentDesignated Affiliates are engaged in businesses relating to gaming, casino or resort operation or development (collectively, the “Gaming Business”). Employee shall directly supervise and have primary responsibility for those specific functions and perform such duties that as are assigned specified from time to time by the Company and the Board. Employee shall serve in such capacities at the pleasure of the Board. Employee shall report to and be under the supervision of the Company's President ("President")’s Board. During the Term of Employment, Employee shall devote his professional attention, on a full time basis, to the business and affairs of the Company and the Designated Affiliates, shall use his best efforts to advance the best interest of the Company and the Designated Affiliates and shall comply with all of the policies of the Company and the Designated Affiliates, including: strategic management; private equity placement; merger , without limitation, such policies with respect to legal and acquisition advisory services; gaming compliance, conflicts of interest, confidentiality and business ethics as well are from time to time in effect. Except as serving in interim managementspecifically provided herein, special business advisoryduring the Term of Employment, and director positions for clients Employee shall not, without the prior written consent of the Company, all directly or indirectly (i) render services to, or otherwise act in a business or professional capacity on behalf of which shall be or for the benefit of, any other individual, entity, company or group (hereinafter referred to collectively as “Person”) as an employee, advisor, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (ii) plan, take any actions in furtherance of, or otherwise devote any time to, any future business opportunity (except as otherwise provided in this Agreement), whether sponsored by Employee or any other Person (the body “Exclusivity Obligation” ) However, nothing contained herein shall restrict Employee from being involved as a member of this Agreement as the "Services." Board of Directors of Bank of Nevada (“Other Activity”), provided that (a) Employee covenants to render and perform his/her Services devotes his full professional attention to the best business affairs of Employee's ability the Company, its subsidiaries and subject of any affiliated entities to which the terms of this Agreement. Company has made his services available, (b) During his/her employment under this Agreementthe Other Activity does not interfere with, and Employee shall devote substantially full time is otherwise in compliance with, Employee’s professional duties and attention exclusively to rendering Services to Convergent in the position described in Subparagraph responsibilities hereunder, and (ac) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of otherwise cooperates with the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected connection with any other business information regarding the Other Activity that would limit Employee's ability to perform this Agreement, directly may be requested or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of required by the Company except as arranged through the Company, and all compensation and or any licensing or other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsregulatory authorities.

Employment. (a) Convergent The Company hereby employs Employee as its Managing Director, and Employee hereby accepts such employmentthe Vice President-Minerals. Employee shall report directly supervise to the Chief Executive Officer ("CEO") and have primary responsibility for shall perform such duties as are customarily performed by a person holding the position of Vice President in businesses similar to those specific functions and duties that are assigned engaged in by the CompanyCompany and shall, in addition, render such other reasonable services as may be assigned to him from time to time by the CEO or his designee within Employee's President scope of experience, training and expertise. ("b) Employee hereby agrees to be employed as Vice President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients -Minerals of the Company, Company for the term hereof as set forth below. Employee agrees that he shall at all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render times faithfully and perform his/her Services to the best of Employee's ability his ability, perform all of the duties that may reasonably be requested of him within his scope of experience, training and subject expertise pursuant to the terms of this Agreement. (bc) The Company represents and warrants to Employee that this Agreement has been duly and validly authorized and executed by and on behalf of the Company and that it constitutes the lawful, valid and binding obligation of the Company. (d) The Employee represents and warrants to the Company that he is free to accept employment hereunder and that he has no prior or existing obligations, commitments or restraints of any kind that would in any way hinder or interfere with his acceptance of, or the full performance of, his employment hereunder. When executed, this Agreement will constitute the lawful, valid and binding obligation of Employee. (e) During his/her his employment under this Agreementwith the Company, Employee shall devote substantially full time not less than 50% of his working time, to the performance of his responsibilities hereunder in a manner which will faithfully and attention exclusively to rendering Services to Convergent in diligently further the position described in Subparagraph (a) abovebusiness and interest of the Company. Employee will at all times exercise a duty of loyalty to During his employment with the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall may not be employed by or connected with otherwise provide any services in exchange for compensation to any other business that would limit company, except for BGC-AVOT Ingenieria, LTDA ("Employee's ability Private Business") unless he obtains prior written authorization from the Company's CEO. Subject to perform this Agreementand consistent with the provisions of Article 7 below, directly Employee, during and while employed by the Company, may not provide any services to or indirectly, alone receive any compensation from any competitor or in association with others, without the express written approval potential competitor of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the except for assignments in connection with Employee's personal development. Employee will not accept any position as a director or advisor Private Business consistent with the provisions of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsArticle 7 below.

Employment. (a) Convergent Subject to the terms and conditions of this Agreement, the Company hereby employs Employee as its Managing Director, agrees to employ and Employee the Executive hereby accepts such employment. Employee shall directly supervise employment in the position of Executive Vice President and have primary Chief Operating Officer (with responsibility for those specific functions and duties that are assigned by the Company's President Information Systems, Real Estate ("President"including new store construction), including: strategic management; private equity placement; merger Aeropostale store operations, warehousing, distribution and acquisition advisory transportation and creative services; as well as serving in interim management, special business advisory, and director positions for clients ) of the Company, all of which shall be referred Company and agrees during the Employment Period to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of EmployeeExecutive's ability ability, experience and subject talent those acts and duties and to finish those services to the terms Company and its Subsidiaries in connection with and related to such positions as the Board shall from time to time direct, provided such acts and directives are consistent with the duties of this AgreementExecutive Vice President and Chief Operating Officer. Executive shall, during the Employment Period, to perform to the best of Executive's ability, experience and talent those acts and duties and to furnish those services to the Company and its Subsidiaries in connection with and related to such positions as the Board shall from time to time direct, provided such acts and directives are consistent with the duties of Executive Vice President and Chief Operating Officer. Executive shall, during the Employment Period, use Executive's best efforts to promote the interests of the Company and its Subsidiaries. (b) During his/her the Employment Period, subject to Section 5.2(c) hereof, Executive's principal place of employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will be located at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval one of the Company's Presidentprincipal places of business or principal executive officer, wherever located as designated from time to time by the Board. Employee mayand Executive shall be provided with secretarial services, an office and similar support services and facilitates as appropriate to Executive's position and responsibilities and of at least substantially the same quality as provided to Executive on the Effective Date. (c) During the Employment Period, Executive shall devote his full business time and best efforts to the business affairs of the Company; however, accept service the Executive may devote reasonable time and attention to: (i) serving as a board director of, or member of a committee of the directors of, any not-for-profit organization or engaging in other charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position activities; and (ii) serving as a director of, or advisor member of a company that is a client committee of the directors of, the corporations or organizations for which the Executive presently serves in such capacity, and such other corporations and organizations that the Board may from time to time approve in the fixture; (iii) from and after any date that the Company gives Executive a notice of non-extension described in the definition of "Employment Period," seeking alternative employment so long as such time and attention do not unreasonably detract from his duties hereunder, provided that, except as arranged through specified above, the Executive may not accept employment with any other individual or other entity, or engage in any other venture which is indirectly or directly in conflict or competition with the then existing business of the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. (a) Convergent hereby employs Employee 1.1 Subject to the terms and conditions set out in this Agreement, the Corporation shall employ the Executive as its Managing Director, the Chief Executive Officer of the Corporation. The Executive shall report to the Corporation’s Board of Directors. 1.2 This Agreement and Employee hereby accepts such employment. Employee the employment of the Executive in accordance herewith shall directly supervise be for an indefinite period and have primary responsibility for those specific functions and duties that are assigned may be terminated by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving Executive or the Corporation in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to accordance with the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time 1.3 The Executive agrees to perform the duties and attention exclusively to rendering Services to Convergent in responsibilities which are normally associated with the position described of Chief Executive Officer, in Subparagraph (a) aboveaddition to carrying out such other duties and responsibilities which are assigned to him from time to time by the Board of Directors. Employee will at all times exercise a duty of loyalty to the Company, acting The Executive shall perform his duties and responsibilities diligently and in good faith, as an honest using his energy, skill and prudent person, in a manner that Employee believes is in best efforts to further the best business and interests of the Company Corporation. 1.4 The Executive shall at all times comply with all applicable laws and regulations, and all of the Corporation’s policies and procedures, including but not limited to the Core Values and Code of Conduct, the Respect in a manner that will promote its goodwillthe Workplace Policy, and the Employee Handbook for Saskatoon Corporate Employees. Except as expressly agreed In the event any of the Corporation’s policies are in writing between Convergent and Employee, Employee shall not be employed by or connected conflict with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval this Agreement shall govern. 1.5 The Executive agrees to relocate to and become a resident of the Company's President. Employee mayCity of Saskatoon and make his best efforts to actively participate in the Saskatoon community during the term of his employment with the Corporation. 1.6 The Executive agrees that prior to accepting any directorship, however, accept service as a board member of charitable advisory role or community organizations whether other similar role with another company (except an associate or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client affiliate of the Company except as arranged through Corporation), the Company, and all compensation and other benefits from Executive shall obtain the written consent of the Corporation. Any such a position will inure to the Company. The Company must approve all such relationships role with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee outside corporations shall not conflict with or impair the performance of the Executive’s duties and responsibilities as set out in this Agreement. 1.7 The Executive agrees that he shall, no later than July 1, 2019, own stock of the Corporation valued at no less than five (5) times his then-current annual salary. Vested Restricted Share Units, Deferred Share Units and earned but unvested share units shall be prohibited from making passive investments considered stock for the purposes of this requirement as described in other noncompeting businesses, provided such investments do not require Employee's participation the Offer. 1.8 The position of Chief Executive Officer of the Corporation is considered a safety-sensitive position and accordingly the Executive shall complete a controlled substance test in management or operationsaccordance with the Corporation’s applicable policies.

Employment. (a) Convergent hereby employs Employee As of the Amendment Effective Date you are employed as its Managing Directorthe Company's Senior Vice President, and Employee hereby accepts Technology. In such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by capacity, you will report to the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; Chief Executive Officer or such other senior executive officer as well as serving in interim management, special business advisory, and director positions for clients of designated by the Company, all of which shall be referred Company from time to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementtime. (b) During his/her Your employment under is at will and not for a specified term and may be terminated by the Company or you at any time, with or without cause or good reason and with or without prior, advance notice. This "at-will" employment status will remain in effect throughout the term of your employment by the Company and cannot be modified except by a written amendment to this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent offer letter that is executed by both parties (which in the position described in Subparagraph (a) above. Employee will at all times exercise a duty case of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not must be employed executed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee mayChief Legal Officer) and that expressly negates the "at-will" employment status. (c) Upon any termination of your employment by either party, howeverwhether with or without cause or good reason, accept service as a board member of charitable or community organizations whether or not such service you will be beneficial entitled to Convergent receive only such severance benefits, if any, as are set forth in that certain Amended and Restated Severance Benefits Agreement dated as of May 1, 2013 between you and the Company ("Severance Benefits Agreement"), as the Severance Benefits Agreement may be further amended, modified or terminated by agreement of the parties. Receipt of any such severance benefits is subject to your compliance with the terms and conditions of the Severance Benefits Agreement. You agree to assist and cooperate (including, but not limited to, providing information to the Employee's personal developmentCompany and/or testifying in a proceeding) in the investigation and handling of any internal investigation, legislative matter, or actual or threatened court action, arbitration, administrative proceeding, or other claim involving any matter that arose during the period of your employment. Employee You shall be reimbursed for reasonable expenses actually incurred in the course of rendering such assistance and cooperation. Your agreement to assist and cooperate shall not affect in any way the content of information or testimony provided by you. Xxxx Xxxxxxxx Amended and Restated Employment Agreement (d) You will not accept any position be governed by and will comply with Company policies and procedures, as a director or advisor of a company that is a client of the such policies and procedures may exist from time to time, generally applicable to all Company except as arranged through employees, including the Company's Employee Handbook, Securities Trading Policy, Code of Conduct and Ethics for Employees, Officer and Directors, and all compensation and other benefits from such a position will inure Sexual Harassment Policy, copies of which you acknowledge have been provided to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsyou.

Employment. (a) Convergent Subject to the terms and conditions of this Agreement, the Companies hereby employs Employee as its Managing Directoragree to employ the Executive, and Employee the Executive hereby accepts such employment. Employee shall directly supervise , in the position of President and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Executive Officer of the Company, all of which shall be referred Companies. The Executive agrees to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability the Executive’s ability, experience and talent those acts and duties and to furnish those services to the Company and the Subsidiaries in connection with and related to such position as the Board shall from time to time direct, provided, such acts and directives are consistent with the duties of President and Chief Executive Officer. The Executive shall, subject to Section 2(d), use his best efforts to promote the terms interests of this Agreementthe Company and the Subsidiaries. (b) During his/her employment under the term of this Agreement, Employee the Executive’s principal place of employment shall be located at the Company’s principal place of business, set forth above, and the Executive shall be provided with secretarial services, an office and similar support services and facilities as appropriate to the Executive’s position. (c) During the term of this Agreement, except as set forth in Section 2(d), the Executive shall devote substantially his full business time and best efforts to the business affairs of the Companies (individually and jointly); provided, however, that the Executive may devote reasonable time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph to: (ai) above. Employee will at all times exercise serving as a duty director of, or member of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests committee of the Company and directors of, any not-for-profit organization, or engaging in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position activities; and (ii) serving as a director of (including as chairman of), or advisor member of a company that is a client committee of the Company except as arranged through directors of, the Companycorporations or organizations for which the Executive presently serves in such capacity, including Aéropostale, and all compensation such other corporations and other benefits organizations that the Board may from such time to time approve in the future; and (iii) owning and managing personal and family assets, including a position will inure family-owned inn in Massachusetts and related or comparable properties and enterprises. (d) The Companies (individually and jointly) understand that (i) the Executive serves as Chairman of the Board of Aéropostale and (ii) pursuant to the CompanyServices Agreement, the Executive serves as an advisor and consultant to that company and that such advisory and consulting services shall continue until January 31, 2012. The Company must approve all such relationships with client companiesCompanies (individually and jointly) agree that, and until February 6, 2012, the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee Executive’s performance of his duties hereunder shall not necessarily be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationson a part-time basis.

Employment. (a) Convergent hereby employs The Parties acknowledge that the Company’s employment of Employee as its Managing Directorconstitutes an “at-will” employment relationship. Upon the Effective Date, and the Company will provide Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned the opportunity to remain employed by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Employment Agreement, and pay Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent a signing bonus (“Signing Bonus”) referenced in paragraph 2 below, conditioned on Employee’s execution of a release agreement in the position described in Subparagraph form attached as Exhibit A (a) abovethe “Release”). Employee will at all times exercise be required to accept a duty title of loyalty officer if one is offered to her, and shall perform such duties and provide such services as may be reasonably requested by the Company, acting on the terms and conditions set forth herein. The Company shall name Employee as a beneficiary under all Director and Officers’ liability policies in good faithexistence at the Effective Date. The term of Employee’s continued employment pursuant to this Employment Agreement shall be twelve (12) months from the Effective Date (the “Term”). If the Company wishes to extend the Term, the Company shall provide Employee thirty (30) days notice prior to the end of the Term, but both Parties must agree to extend the Term by mutual written agreement (“Extended Term”). For purposes of the Completion Bonus, as an honest and prudent persondefined in paragraph 3 hereto, the Company may only request that Employee agree to one extension of the Term prior to payment of the Completion Bonus. Employee will be paid $13,390.63 per month (“Wages”), in a manner that Employee believes is in accordance with the best interests Company’s established payroll practice, through the Term, or Extended Term, and will be provided paid time off (“PTO”), vacation and holidays normally available to employees of the Company and consistent with the Company’s established policies. The Company shall have no obligation to provide Employee with medical benefits. Notwithstanding the foregoing, in lieu of any health, dental or vision insurance, the Company agrees to provide Employee with a manner that will promote its goodwill. Except as expressly agreed benefits allowance (the “Benefits Allowance”) in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform the amount of $1,500 per month during the Term of this Agreement, directly or indirectly, alone or in association with others, . Such Benefits Allowance shall be paid monthly on the first of every month. Upon the termination of this Agreement without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through cause by the Company, and all compensation and other benefits from such a position will inure to payments of the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.Benefits

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by A. On the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability terms and subject to the terms conditions hereinafter set forth, and beginning as of this Agreementthe Effective Date, the Company will employ the Employee as President of Company and the Employee will serve in the Company's employ in that position. The Employee shall report to the Chairman and Chief Executive Officer and shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company and corporations Affiliated with the Company as are commensurate and consistent with the employment as President of the Company. The Employee also shall have such additional powers, authority, functions, duties and responsibilities as may be assigned to him by the Chairman and Chief Executive Officer or the Board; provided that, without the Employee's written consent, such additional powers, authority, functions, duties and responsibilities shall not be inconsistent or interfere with, or detract from, those herein vested in, or otherwise then being performed for the Company by, the Employee. B. The Employee shall not, at any time during the Employment, engage in any other activities unless these activities do not interfere materially with the Employee's duties and responsibilities for the Company at that time, except that the Employee shall be entitled, in accordance with the provisions of Section 6 and subject to the provisions of Section 7: (a) to continue with such activities as the Employee has carried on prior to the Effective Date, including making and managing his personal investments and participating in other business, church or civic activities provided that such activities do not include a Beneficial Ownership interest in a competitor, supplier or customer of the Company other than an investment in a Publicly Traded company of which Employee is not an employee, officer, director or partner that does not exceed 5% of the outstanding voting shares of voting stock; (b) During his/her employment under this Agreementto serve on civic boards, Employee non-profit boards, charitable boards or committees and trade associations or similar boards of committees; and (c) to serve on for-profit business boards of directors if Employer's consent shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Companyhave been obtained, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee which consent shall not unreasonably be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationswithheld.

Employment. (a) Convergent The Company hereby employs Employee the Executive to serve as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients a full time employee of the Company, all of which and the Executive hereby accepts such employment with the Company, for the period set forth in SECTION 2 hereof. The Executive shall be referred to collectively employed as Executive Vice President & Chief Financial Officer of the Company and shall faithfully and competently perform such duties in the body of this Agreement such manner as the "Services." Employee covenants Company may from time to render and perform his/her Services time reasonably direct. The Executive shall report to the best of EmployeeChief Executive Officer and shall have overall senior executive responsibility for the Company's ability Finance Department, and subject such other tasks and duties as may be assigned to the terms of this Agreementhim from time to time. (b) During his/her employment under this AgreementExcept as may otherwise be approved in advance by the Board, Employee and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other incapacity, the Executive shall devote substantially his full time and attention efforts throughout the Employment Term to the services required of him hereunder. The Executive shall render his services exclusively to rendering Services the Company during the Employment Term and shall use his best efforts, judgment and energy to Convergent in improve and advance the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwillconsistent with the duties of his position. Except as expressly agreed in writing between Convergent The Executive shall observe and Employee, Employee shall not be employed by or connected comply with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's Presidentrules and regulations regarding the performance of his duties and shall carry out and perform all orders, directions, and policies given to him. Employee mayThe Executive shall at all times carry out the duties assigned to him in a loyal, howevertrustworthy and businesslike manner. (c) The Executive's principal place of employment shall be at the Company's headquarters in Boca Raton, accept service Florida or at such other location as a board member of charitable or community organizations whether or not such service will shall be beneficial to Convergent or mutually acceptable to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through Executive and the Company. (d) The Executive shall be covered by Directors' and Officers' liability insurance, provided that the terms and all compensation and other benefits from amounts of such a position will inure to insurance are approved by the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisorsBoard. Additionally, Employee the Executive shall be indemnified by the Company to the fullest extent permitted by law. (e) This Agreement shall not be prohibited from making passive investments replace or modify the Change of Control Agreement currently in place between the Company and the Executive. (f) The Executive is authorized to continue his participation on the board of Transportation Technology Center, Inc., a wholly owned subsidiary of the American Association of Railroads, and any other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsboard authorized by the Board.

Employment. During the Term (a) Convergent hereby employs Employee as its Managing Directordefined below), the Company shall employ Executive, and Employee hereby accepts Executive shall be employed, as Executive Vice President of the Company and President of Ticketmaster. During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such employmentservices on the terms set forth herein. Employee Executive shall directly supervise do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein. Executive shall have primary responsibility for those specific functions the duties, responsibilities and duties that are authority commensurate with these positions and such other duties, responsibilities and authority as set forth herein and as reasonably assigned by the Reporting Officer (as defined below). During Executive’s employment with the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Executive shall report directly to the Chief Executive Officer of the Company, all of which shall be referred to collectively or, in the body event the proposed merger (the “Merger”) contemplated by the Agreement and Plan of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this AgreementMerger, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to among the Company, acting in good faithLive Nation, as an honest Inc. and prudent personMerger Sub is consummated after which there is not a Chief Executive Officer of the Company, in a manner that Employee believes is in directly to the best interests Chief Executive Officer and/or the Executive Chairman of the ultimate parent company of the Company or its successor (each, the “Reporting Officer”) as determined by the Company. Executive agrees to devote all of Executive’s working time, attention and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent efforts to the Company and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or the duties of Executive’s position in association accordance with others, without the express written approval of the Company's President’s policies of which Executive is aware as in effect from time to time. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or Notwithstanding anything to the Employee's personal development. Employee will not accept any position contrary herein, Executive may (i) serve as a director or advisor member of a company committee or organization involving no actual or potential conflict of interest with the Company and its subsidiaries and affiliates; (ii) deliver lectures and fulfill speaking engagements; (iii) engage in charitable and community activities; and (iv) invest his personal assets in such form or manner that is a client will not violate this Agreement or require services on the part of Executive in the operation or affairs of the companies in which those investments are made; provided the activities described in clauses (i), (ii), (iii) or (iv) do not materially affect or interfere with the performance of Executive’s duties and obligations to the Company or conflict with such policies as may be adopted from time to time by the Company or the Board of Directors of the Company except as arranged through (the “Board”). Executive’s principal place of employment shall be the Company’s offices located in the County of Los Angeles, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsCA.

Employment. (a) Convergent hereby employs The Company agrees to employ the Employee as its Managing Director, Chief Financial Officer and Chief Operating Officer and the Parent shall employ the Employee hereby accepts such employment. as its Chief Financial Officer and Chief Operating Officer commencing on the Commencement Date and the Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned agrees to be employed by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; Companies as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to such on the terms of this Agreementand conditions set forth hereinafter. (b) The Employee’s duties and responsibilities shall include but not be limited to those duties and responsibilities customarily performed by a its Chief Financial Officer and Chief Operating Officer (the “Services”) and the Employee hereby declares that the Employee’s background, education and professional standing are commensurate with his position hereunder. The Employee shall be under the direct supervision of and comply with the directives CEO of the company. (c) Excluding periods of vacation, sick leave and military reserve service to which the Employee is entitled or required, the Employee agrees to devote total attention and all of his full working time to the business and affairs of the Companies as required in order to discharge the responsibilities assigned to the Employee hereunder. During his/her employment under the term of this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with engaged in any other employment nor engage actively in any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone activities or in association any other activities which may hinder his performance hereunder, with othersor without compensation, for himself or for any other person, firm or company, without the express prior written approval consent of the Company's PresidentCompanies, which consent shall not be unreasonably withheld. (d) The parties hereto confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Companies in respect of any of its other employees or contractors, to the fullest extent permitted by law. The Employee mayhereby represents and warrants to the Companies that the execution and delivery by him of this Agreement and the fulfillment and performance of the terms hereof: (i) does not conflict with any agreement by which he is bound and (ii) does not require the consent of any person or entity. The Employee represents and warrants that he will not use during the course of his employment with the Companies any trade secrets or proprietary information which is the property of the Employee’s previous employer(s) in such a manner that may breach any confidentiality or other obligation the Employee may have with such former employer(s). (e) The duties of the Employee in accordance with this Agreement involve duties which require of him special personal care and loyalty, howeverand therefore the directives of the Work Hours and Rest Law, accept service as a board member of charitable 1951, or community organizations whether or any law to be enacted in its place, will not such service will be beneficial applicable to Convergent the Employee or to his activities which he will perform for the Employee's personal development. Companies and as such, the Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure be entitled to remuneration according to the Company. The Company must approve all such relationships with client companiesWork Hours and Rest Law, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations1951.

Employment. (a) Convergent hereby employs Employee as Purchaser, or an Affiliate of Purchaser, shall offer employment to Employees of the Business selected by Purchaser in its Managing Director, discretion. Such employment shall be at will and Employee hereby accepts such employment. Employee shall directly supervise subject to terms and have primary responsibility for those specific functions and duties that are assigned conditions imposed by the Company's President ("President")Purchaser, including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisoryat Purchaser’s election, and director positions for clients the Employee’s agreement to confidentiality, non-disclosure, non-competition and/or non-solicitation covenants. All Employees of the Company, all Business who accept employment with Purchaser or an Affiliate of which Purchaser shall be referred to collectively herein as “Transferred Employees.” To the extent permitted by applicable law, Purchaser shall offer Transferred Employees employee benefits on a basis which is substantially comparable to those offered to Purchaser’s similarly-situated employees. Nothing contained in the body of this Agreement as shall limit Purchaser’s ability to modify or terminate, in accordance with applicable law, the "Services." Employee covenants to render employment of the Transferred Employees or their terms and perform his/her Services conditions of employment. Nothing contained in this Agreement shall create any third party beneficiary rights in any Transferring Employee, any beneficiary or dependents thereof, with respect to the best compensation, terms and conditions of Employee's ability employment and subject benefits that may be provided to the terms of this Agreementany Transferring Employee by Purchaser or under any benefit plan that Purchaser may maintain. (b) During his/her employment under this AgreementFrom and after the Closing Date, Employee Purchaser shall devote substantially full time grant all Transferred Employees credit for all service (to the same extent as service with Purchaser is taken into account with respect to similarly situated employees of Purchaser) with Company prior to the Closing for purposes of vacation accrual after the Closing, as if such service with Company was service with Purchaser. From and attention exclusively after the Closing Date, subject to rendering Services the required approval of any insurance carrier or benefit provider, and to Convergent the extent consistent with Applicable Law and Tax qualification requirements, all Transferred Employees shall participate in all Purchaser employee benefit programs in which they are eligible to participate. Purchaser shall also provide Transferred Employees with credit for any accrued vacation to which such Transferred Employees were entitled as of the Closing Date. (c) Company shall comply with the requirements of the WARN Act or any similar state, provincial or local law with respect to any “plant closing” or “mass layoff”, as those terms are defined in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the WARN Act or such other applicable law, which may result from Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests ’s termination of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with employment of any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsEmployees.

Employment. (a) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee Executive shall directly supervise and have primary responsibility for those specific functions and duties that are assigned continue to be employed by the Company's Company and will have the title of President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, Chief Executive Officer of Xxxxxx Xxxxxxxx and director positions for clients of the Company. Executive shall have authority, all of which shall be referred duties and responsibilities as are commensurate with Executive’s position. Executive agrees to collectively in the body of render full-time services under this Agreement as the "Services." Employee covenants to render in performing such duties and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementresponsibilities. (b) During his/her Executive shall perform substantially all of his duties under this Agreement at the Company’s Rockaway, New Jersey office; provided, however, that Executive may be required to perform incidental services outside the United States from time to time. Executive may from time to time be required to perform duties commensurate with Executive’s position on behalf of any of Xxxxxx Xxxxxxxx or any of its direct or indirect subsidiaries (collectively, the “Group Companies”) in addition to the duties described in Section 1(a), and Executive may be appointed an officer or officers (including Chief Executive Officer) of one or more Group Companies in addition to his title described in Section 1(a). Such duties shall be performed, and such appointments accepted, by Executive without additional compensation or remuneration. (c) Executive accepts such continued employment under and agrees to continue to render the services described above to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. It shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement. With the prior written consent of Xxxxxx Xxxxxxxx’x Board of Directors (the “Board”), which consent shall not be unreasonably refused or delayed, and so long as such activities do not significantly interfere with Executive’s commitment to work in accordance with this Agreement, Employee Executive may serve on corporate boards or committees. (d) During the Employment Period (as defined in Section 2 below), Executive shall devote substantially full time and attention exclusively to rendering Services to Convergent be included in the position described in Subparagraph (a) above. Employee will at all times exercise a duty any slate of loyalty nominees proposed by Xxxxxx Xxxxxxxx for election to the Company, acting in good faith, as an honest and prudent person, in Board. Executive shall also be a manner that Employee believes is in member of the best interests Board of Directors of the Company and in such other Group Companies as the Board and Executive shall mutually determine from time to time. Executive shall serve as a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent director of Xxxxxx Xxxxxxxx, the Company and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform Group Companies for no additional compensation from the Company, Xxxxxx Xxxxxxxx or any of such other Group Companies. Upon termination of Executive’s employment under this Agreement for any reason, or the expiration of this Agreement, directly or indirectlyExecutive shall immediately submit his resignation from the Board and from the boards of directors of all other Group Companies with respect to which Executive is a member. During his employment hereunder, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or Executive shall report to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsBoard.

Employment. (a) Convergent The Company hereby employs Employee as its Managing Directorthe Executive, and Employee the Executive hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by , on the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability terms and subject to the terms of this Agreementconditions contained herein. (b) During his/her employment under this Agreementthe Employment Term as defined in Section 2, Employee below, the Executive shall devote substantially full time serve as the Chairman and attention exclusively to rendering Services to Convergent in Chief Executive Officer (jointly the position described in Subparagraph (a"CEO") above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faithfaithfully and to the best of the Executive's ability, as an honest and prudent personsubject to the direction of the Board of Directors and, in a manner that Employee believes is in such capacity, shall supervise, manage and administer the best interests operations, business and affairs of the Company and shall perform such duties and exercise such power and authority as may from time to time be delegated to the Executive by the Board of Directors consistent with the Executive's status as CEO. During the Employment Term, the Executive shall also serve as a Director of the Company and the Chairman (for so long as the Executive shall be nominated and elected to fill such positions). The Executive may receive whatever additional compensation for serving in such Director related capacity(ies) that may be established from time to time by the Company's Board of Directors. During the Employment Term, and for no additional consideration, the Executive shall also serve as the CEO of the Bank and as a manner Director of the Bank and the Chairman (for so long as the Executive shall be nominated and elected to fill such positions). In addition, the Executive shall serve as an officer and/or director of such subsidiaries of the Company as may be designated by their Boards of Directors and/or shareholders. The Executive may receive whatever additional compensation for serving in such Director and Officer related capacity(ies) that will promote its goodwillmay be established from time to time by the Company's Board of Directors. (c) During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business time, efforts and skills to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. Except as expressly agreed in writing between Convergent and EmployeeDuring the Employment Term, Employee it shall not be employed by a violation of this Agreement for the Executive to (A) serve on corporate, civic or connected charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval performance of the CompanyExecutive's President. Employee may, however, accept service responsibilities as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client an employee of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships in accordance with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsthis Agreement.

Employment. During the Employment Term: (a) Convergent hereby employs Employee Executive shall be employed as its Managing Directorthe Executive Vice President, Chief Operating Officer of the Company and Employee hereby accepts such employment. Employee shall report directly supervise and have primary responsibility for those specific functions and duties that are assigned by to the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Executive Officer of the Company. Executive shall perform the duties, all undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities. Unless otherwise agreed by Executive, Executive’s principal place of which employment shall be referred at the Company’s offices in Purchase, New York; provided, that, Executive shall be permitted to collectively in the body of this Agreement as the "Services." Employee covenants work remotely; provided, further, that Executive understands and agrees that Executive may be required to render and perform his/her Services travel from time to the best of Employee's ability and time for business purposes, subject to the terms of this AgreementCompany’s travel policy. (b) At, or any time after, the time of Executive’s termination of employment with the Company for any reason or no reason, Executive shall promptly resign from Executive’s position as an officer, director, manager or member of any of the Company’s subsidiaries and affiliates if requested to do so by the Company, and Executive hereby agrees to execute such additional documentation or to take any other action as the Company may request to effectuate the foregoing. The preceding sentence shall survive any termination of the Employment Term. (c) During his/her employment under this Agreementthe Employment Term, Employee Executive shall devote substantially full all of Executive’s professional time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest business and prudent person, in a manner that Employee believes is in the best interests affairs of the Company to discharge the responsibilities of Executive hereunder, and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employeeprior to joining or agreeing to serve on any corporate, Employee civil or charitable boards or committees, Executive shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express obtain prior written approval of the Company's President. Employee may, however, accept service as a board member Board of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client Directors of the Company except (the “Board”), which approval shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed automatically given in respect of service on the boards and committees listed on Exhibit A attached hereto, in each case, subject to Executive’s compliance with this Agreement, including, but not limited to, Sections 9 and 10 hereof; provided, that the foregoing shall not prevent Executive from managing Executive’s personal and family investments, participating in industry organizations and delivering lectures at educational institutions, and otherwise engaging in charitable activities, so long as arranged through such activities do not, individually or in the aggregate, materially interfere or conflict with the performance of Executive’s responsibilities hereunder or create a potential business or fiduciary conflict. (d) During the Employment Term, Executive shall comply in all material respects with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Executive’s position with the Company and as an employee and fiduciary of the Company, as in effect from time to time and all compensation and other benefits from such a position will inure made available to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsExecutive.

Employment. During the Employment Term: (a) Convergent hereby employs Employee Executive shall be employed as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Financial Officer of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services reporting to the best Chief Executive Officer of Employee's ability the Company (“CEO”), and Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities. Executive’s responsibilities shall include, but not be limited to: leading the finance and accounting department, including hiring decisions to prepare for a public offering and to support the accounting and finance functions of a large, high-growth technology company; lead M&A efforts, subject to corporate strategy and CEO guidance; and, together with the terms of this AgreementCEO, lead all IPO efforts. (b) During his/her employment under Excluding periods of vacation and sick leave to which Executive is entitled and other service outside of the Company contemplated in this AgreementSection 2(b), Employee Executive shall devote substantially Executive’s full professional time and attention exclusively to rendering Services the business and affairs of the Company to Convergent discharge the responsibilities of Executive hereunder. Executive may manage personal and family investments and participate in industry organizations and charitable endeavors, so long as such activities do not interfere with the position described in Subparagraph (a) aboveperformance of Executive’s responsibilities hereunder. Employee will at all times exercise a duty of loyalty to It is understood that, during Executive’s employment by the Company, acting Executive shall not engage in good faith, as an honest and prudent person, in any activities that constitute a manner that Employee believes is in conflict of interest with the best interests of the Company or its direct and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent indirect subsidiaries. (c) Executive shall be subject to and Employee, Employee shall not be employed abide by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval each of the Company's Presidentpersonnel policies applicable to senior executives, including but not limited to any policy restricting pledging and hedging investments in Company equity by Company executives, any policy the Company adopts regarding the recovery of incentive compensation (sometimes referred to as “clawback”) and any additional clawback provisions as required by law and applicable listing rules. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to This Section 2(c) shall survive the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client termination of the Employment Term. (d) Subject to Sections 6, 7 and 8 hereof, Executive’s employment with the Company except as arranged through is “at will,” such that each of Executive or the CompanyCompany has the option to terminate Executive’s employment at any time, with or without advance notice, and all compensation and other benefits from such a position will inure to the Companywith or without Cause or with or without Good Reason. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall This Agreement does not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management constitute an express or operationsimplied agreement of continuing or long-term employment.

Employment. (a) Convergent VRI hereby employs Employee Executive to serve as Senior Vice President & General Counsel and Secretary of VRI and all of its Managing Directorsubsidiaries on the terms and conditions set forth herein. In such capacity, Executive shall be the chief legal officer of the corporation, responsible for directing all legal affairs of VRI and its subsidiaries, including legal and regulatory compliance, and Employee hereby accepts have the responsibilities normally associated with such employment. Employee shall directly supervise position, subject to the supervision and have primary responsibility for those specific functions control of the Board of Directors (the "Board") and chief executive officer (the "CEO") of Vail Resorts, Inc., including supervising and directing in house legal staff in various locations, participating in public company governance, SEC filings and disclosure, performing traditional duties that are of corporate secretary office, participating in governmental and public agency relations, managing litigation and outside counsel, supporting human resources on employee issues, managing business law aspects of corporate finance, acquisition and major corporate and real estate transactions, and discharging such other duties as may be assigned by the Company's President ("President")CEO or the Board. Executive accepts employment by VRI and agrees that, including: strategic management; private equity placement; merger during the term of her employment, she will devote substantially all her time during normal business hours and acquisition advisory services; as well as serving in interim managementbest efforts to the performance of her duties hereunder, special business advisory, and director positions for clients of the Company, all of which duties shall be referred to collectively performed in the body of this Agreement as the "Services." Employee covenants to render an efficient and perform his/her Services competent manner and to the best of Employee's ability and subject to her ability. Executive further agrees that, during the terms term of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in she will not, without the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests prior written consent of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this AgreementCEO, directly or indirectlyindirectly engage in any manner in any business or other endeavor, alone either as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in association with othersany other capacity calling for the rendition of her personal services. This restriction will not preclude Executive from having passive investments, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or and devoting reasonable time to the Employeesupervision thereof (so long as such does not create a conflict of interest or interfere with Executive's personal development. Employee will obligations hereunder), in any business or enterprise which is not accept in competition with any position as a director business or advisor enterprise of a company that is a client VRI or any of its subsidiaries or affiliates (collectively, the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations"Companies").

Employment. (aA) Convergent hereby employs Employee as its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise serve as Executive Vice President and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Chief Compliance Officer of the Company. Employee's powers and duties shall be those of an Employee nature, which are appropriate for a Director of Compliance and Chief Compliance Officer and Employee shall report to the President and Chief Executive Officer of the Company. (B) Employee does hereby accept such employment and agrees to devote substantially all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render her business time, attention, knowledge and perform his/her Services skills faithfully, diligently and to the best of Employee's ability her ability, in furtherance of the business and subject activities of the Company. The Company shall not require Employee to be employed in any location other than the Red Bank, New Jersey area unless she consents in writing to such location provided, however, the Employee understands and agrees that her position with the Company may include travel to the terms of this AgreementCompany's other offices and branch locations, and other locations for regular business purposes from time to time. (bC) Employee shall be an officer of the Company during the term of her employment, and shall be appointed to the Company's Board of Directors, subject to her election by the current board, the corporate charter and By-laws of the Company. (D) During his/the term of her employment under this Agreement, Employee shall devote substantially full time be furnished with office space and attention exclusively to rendering Services to Convergent in facilities commensurate with her position and adequate for the performance of her duties; Employee also shall be provided with the perquisites customarily associated with the position described in Subparagraph as Executive Vice President and Chief Compliance Officer. (aE) above. Employee will at all times exercise a duty of loyalty shall be allowed, to the Companyextent such activities do not substantially interfere with the performance of her duties and responsibilities hereunder, acting (i) to manage her personal, financial and legal affairs, (ii) to be engaged in good faithcivic, as an honest charitable, religious and prudent personeducational activities, in a manner that Employee believes is in and (iii) to serve on other corporate boards with the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express prior written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.

Employment. 1.1 During the term of this Agreement, the Employer does hereby employ Pucci for the primary purposes of (a) Convergent hereby employs Employee as its Managing Director, managing the office and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients operations of the CompanyEmployer, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreementservicing and retaining the customers of the Seller who and which are now customers of the Employer, Employee and (c) producing and servicing new personal lines insurance business. In addition to the foregoing duties, Pucci may be assigned from time to time such additional duties and responsibilities, provided that they shall devote substantially full be not inconsistent with his executive status and his experience, skill and training and shall not materially detract from his primary responsibilities as aforesaid. Pucci shall have the titles of President and Chief Executive Officer of the Employer and shall be appointed as a member of the Executive Committee of the Employer. 1.2 Additionally, Pucci shall be appointed as a Vice President of The XxXxxxx Companies, Inc., being the parent entity of the Employer, and, as such, shall be assigned duties and responsibilities only as shall be consistent and compatible with his primary duties and responsibilities on behalf of the Employer. 1.3 Pucci shall be assigned to the principal office of the Employer, which currently is in Lexington, Massachusetts, but may be relocated to other premises within the Greater Boston Area, which is the location from which he shall carry out his duties hereunder; provided, however, prior to moving the office of the principal office, the Employer shall discuss such relocation in advance with Pucci and seek his input with respect thereto. At said office, the Employer shall provide Pucci with all of the normal, usual, necessary and appropriate office services, equipment and support personnel customarily provided by an insurance agency so as to permit Pucci to carry out his duties and responsibilities hereunder. 1.4 As President of the Employer, subject to guidelines and directives of the Chairman of the Board of Directors and the Chief Operating Officer of The XxXxxxx Companies, Inc. communicated to Pucci from time and attention exclusively to rendering Services time, Pucci shall have the authority to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Companyhire and fire employees, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests (b) make necessary or appropriate expenditures on behalf of the Company Employer in accordance with the operating budget established for the Employer, (c) enter into contracts as authorized by the Board of Directors, and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval (d) take such actions on behalf of the Company's President. Employee may, however, accept service Employer as a board member may be normal and customary in connection with the management of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position an insurance agency office and his office as a director or advisor of a company that is a client President and Chief Executive Officer of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsEmployer.

Employment. (a) Convergent hereby employs Schedule ‎6.9(a) lists the employees of Seller or its Affiliates who are available for hire by Purchaser or its Affiliates (the “Available Employees”). Purchaser or one of its Affiliates may in its sole discretion (but shall have no obligation to) offer employment to any Available Employee consistent with the procedure described below. Notwithstanding anything to the contrary in this Section ‎6.9, in Purchaser’s sole discretion, such offers may be made contingent on the Closing and on the Available Employee’s satisfying Purchaser’s generally applicable and lawful background checks and similar requirements. Upon Purchaser’s reasonable request, Purchaser and its Affiliates shall be permitted to interview Available Employees for purposes of potential employment with Purchaser or its Affiliates. Seller shall have no obligation to encourage any Available Employee to accept an offer of employment by Purchaser or its Affiliates or otherwise facilitate such an offer beyond making an Available Employee, as reasonably requested, available for an interview. The compensation and benefits offered to any Available Employee as part of such an offer is a matter to be determined by Purchaser in its Managing Director, and Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned by the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients of the Company, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementsole discretion. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty On or prior to the Companydate that is three (3) Business Days prior to the Target Closing Date, acting Purchaser shall provide to Seller a list of those Available Employees to whom Purchaser or its Affiliate will offer or has offered employment as permitted in good faiththis Section 6.9. Available Employees who accept such offers of employment and report to work with Purchaser or its Affiliate and become employees of Purchaser or its Affiliate (such entity, the “Purchaser Employer”) are referred to herein as an honest and prudent person, in a manner that Employee believes is in “Transferred Employees.” Purchaser shall notify Seller prior to the best interests Closing as to the identity(ies) of the Company Available Employees who have accepted offers of employment with Purchaser Employer as of such date. Available Employees who accept such employment and in report to work with Purchaser Employer as contemplated herein shall become Transferred Employees on the Closing Date; provided, however, that any such Available Employee who is on leave of absence as of the Closing Date shall become a manner Transferred Employee as of the date that will promote he or she reports to work with Purchaser Employer. Purchaser shall be responsible for all costs, expenses, claims, damages, liabilities, losses and obligations arising from, or relating to (i) the selection and hiring of any Available Employee and (ii) any interviews, inquiries, tests, decisions, or other communications or actions of Purchaser or its goodwill. Except as expressly agreed in writing between Convergent and Affiliates with respect to any Available Employee. (c) From the Execution Date through the date that is twelve (12) months after the Closing Date (or, Employee shall if the Closing does not be employed by or connected with any other business that would limit Employee's ability to perform this Agreementoccur, the Execution Date), neither Seller nor its Affiliates shall, directly or indirectly, alone (1) solicit or in association offer employment to any Transferred Employee or other officer, director, manager, or employee of Purchaser or its Affiliates; or (2) otherwise divert or induce any such Person to terminate or materially alter his or her employment relationship with othersPurchaser or its Affiliates. Notwithstanding the foregoing, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee Seller shall not be prohibited from making passive investments considered to have breached the terms of this Section ‎6.9 if it hires any Person who responds to a general advertisement or a Third Party recruiting firm that has not been specifically instructed to contact such Person. Purchaser and Seller shall be liable for the compliance of their respective Affiliates with the terms of this Section ‎6.9. (d) The provisions contained in this Section ‎6.9 are included for the sole benefit of the Parties and shall not create any right in any other noncompeting businessesPerson, provided such investments do not require Employee's participation in management including any employee or operationsformer employee.

Employment. (a) Convergent hereby employs Employee as its Managing DirectorEmployer agrees to employ Employee, and Employee agrees to be employed by Employer, as Chief Executive Officer and President until terminated as herein provided. The Company's Board of Directors may amend employee's job title and description from time to time. Employee hereby accepts such employment. Employee shall directly supervise and have primary responsibility for those specific functions and duties that are assigned employment by the Company's President ("President"), including: strategic management; private equity placement; merger Company and acquisition advisory services; as well as serving in interim management, special business advisory, agrees diligently and director positions for clients of the Company, all of which shall be referred faithfully to collectively in the body of perform his duties pursuant to this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability and subject to the terms of this Agreementon a full time basis. (b) Employee will devote his full business hours and energies to the business of the Employer to accomplish all duties reasonably assigned, and will devote his best efforts to advance the interests of the Employer. During his/her employment under the term of this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in without the position described in Subparagraph (a) above. Employee will at all times exercise a duty prior approval of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee's Board, Employee shall not be employed by or connected with engaged in any other business that would limit Employee's ability to perform activity, whether or not pursued for gain, profit or other pecuniary advantage, which may interfere with his duties under this Agreement, directly or indirectly, alone or in association except that Employee shall be entitled to continue acting as a stockbroker so long as such activity does not materially interfere with others, without his employment by the express written approval Company. (c) Employee's duties shall include: management of operations of the Company's President. , sales, marketing, and strategic planning for the Company, supervision and direction of employees and other corporate officers, and all other duties necessary to perform the foregoing responsibilities or assigned to Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to by the Employee's personal developmentBoard. Employee will not accept any position as a director or advisor have the authority to perform and execute the necessary actions to implement the operational initiatives set by the Employer acting through its Board of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operationsDirectors. (d) EMPLOYEE ACKNOWLEDGES AND THE PARTIES AGREE THAT EMPLOYEE IS ONE OF THE COMPANY'S EXECUTIVE AND MANAGEMENT PERSONNEL AND THAT THE CONFIDENTIALITY AND NON-SOLICITATION COVENANTS AND PROVISIONS CONTAINED IN THIS AGREEMENT ARE FULLY ENFORCEABLE AGAINST HIM.

Employment. a. The Bank agrees to continue to employ Executive and Executive agrees to continue to serve as the President and Chief Executive Officer of the Bank. As President and Chief Executive Officer, Executive will devote his full professional time to rendering administrative and management services such as are customarily performed by persons situated in similar executive positions. Executive will perform such other duties as the Board of Directors of the Bank (athe "Board," which may with respect to any of its obligations hereunder designate a member or committee thereof to perform such obligation) Convergent hereby employs Employee may from time to time reasonably direct. b. Executive agrees to serve as its Managing Directora Director of the Bank if elected by the shareholders, but agrees that he shall have no vote regarding matters pertaining to his employment as President and Chief Executive Officer, including but not limited to his duties, responsibilities, goals, job performance, and Employee hereby accepts such employment. Employee shall directly supervise compensation, and have primary responsibility for those specific functions and duties further agrees that are assigned he may from time to time be excused by the CompanyBoard from discussions regarding such matters and that the Board may in its sole discretion meet with other senior Bank managers out of Executive's President ("President")presence. However, including: strategic management; upon termination for any reason of Executive's employment hereunder, Executive will immediately resign as a Director of the Bank and will sign all documents necessary to accomplish such resignation. In the event Executive refuses to sign documents necessary to so resign then this document will act as the resignation pursuant to this paragraph. c. Executive will be furnished with a private equity placement; merger and acquisition advisory services; as well as serving in interim managementoffice, special business advisorynecessary secretarial assistance, and director positions with such other facilities, amenities, and services as are appropriate for clients Executive's position and adequate for the performance of the Companyduties hereunder. d. Executive represents and warrants that Executive is not a party to any contract or agreement, all of which shall be referred to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employeewritten or unwritten, that would restrict Executive's ability and subject to the terms of this Agreement. (b) During his/her employment under this Agreement, Employee shall devote substantially full time and attention exclusively to rendering Services to Convergent in the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and in a manner that will promote its goodwill. Except as expressly agreed in writing between Convergent and Employee, Employee shall not be employed by or connected with any other business that would limit Employee's ability the Bank in the manner specified herein. Executive also agrees not to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or disclose to the Employee's personal developmentBank any information Executive is contractually or otherwise legally bound to keep confidential. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.DCB FINANCIAL CORP

Employment. (ai) Convergent Subject to the terms and conditions of this Agreement, the Company hereby employs Employee as its Managing Directoragrees to employ the Executive, and Employee the Executive hereby accepts such employment. Employee shall directly supervise , in the position of Chief Executive Officer and have primary responsibility for those specific functions and duties that are assigned by Chairman of the Company's President ("President"), including: strategic management; private equity placement; merger and acquisition advisory services; as well as serving in interim management, special business advisory, and director positions for clients Board of the Company, all of which shall be referred . The Executive agrees during the Employment Period to collectively in the body of this Agreement as the "Services." Employee covenants to render and perform his/her Services to the best of Employee's ability the Executive’s ability, experience and subject talent those acts and duties and to furnish those services to the terms Company and its Subsidiaries in connection with and related to such positions as the Board shall from time to time direct, provided such acts and directives are consistent with the duties of this Agreement. (b) During his/her employment under this AgreementChief Executive Officer and Chairman of the Board. The Executive shall, Employee shall devote substantially full time and attention exclusively during the Employment Period, use his best efforts to rendering Services to Convergent in promote the position described in Subparagraph (a) above. Employee will at all times exercise a duty of loyalty to the Company, acting in good faith, as an honest and prudent person, in a manner that Employee believes is in the best interests of the Company and its Subsidiaries. (ii) During the Employment Period the Executive’s principal place of employment shall be located at one of the Company’s principal places of business or principal executive office, wherever located as designated from time to time by the Board, and the Executive shall be provided with secretarial services, an office and similar support services and facilities as appropriate to the Executive’s position and responsibilities and of at least substantially the same quality as provided to the Executive during the Company’s 2007 Fiscal Year. (iii) During the Employment Period, the Executive shall devote his full business time and best efforts to the business affairs of the Company; however, the Executive may devote reasonable time and attention to: (A) serving as a director of, or member of a committee of the directors of, any not-for-profit organization or engaging in other charitable or community activities; and (B) serving as a manner director of, or member of a committee of the directors of, the corporations or organizations for which the Executive presently serves in such capacity, and such other corporations and organizations that will promote its goodwill. Except the Board may from time to time approve in the future; and (C) owning and managing personal and family assets, including a family-owned inn in Massachusetts and related or comparable properties and enterprises; provided that, except as expressly agreed in writing between Convergent and Employeespecified above, Employee shall the Executive may not be employed by or connected accept employment with any other individual or other entity, or engage in any other venture which is indirectly or directly in conflict or competition with the then existing business that would limit Employee's ability to perform this Agreement, directly or indirectly, alone or in association with others, without the express written approval of the Company's President. Employee may, however, accept service as a board member of charitable or community organizations whether or not such service will be beneficial to Convergent or to the Employee's personal development. Employee will not accept any position as a director or advisor of a company that is a client of the Company except as arranged through the Company, and all compensation and other benefits from such a position will inure to the Company. The Company must approve all such relationships with client companies, and the client must provide Directors and Officers Insurance and appropriate indemnities for directors and advisors. Additionally, Employee shall not be prohibited from making passive investments in other noncompeting businesses, provided such investments do not require Employee's participation in management or operations.