Common use of Engagement; Duties Clause in Contracts

Engagement; Duties. The Company hereby engages the Executive as its ------------------ Chief Executive Officer, and as an officer of its Subsidiaries, and the Executive accepts such engagement, upon the terms and conditions set forth below. As Chief Executive Officer of the Company, and as an officer of the Subsidiaries, the Executive shall do and perform all services, acts, or things necessary or advisable that a Chief Executive Officer of the Company and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under the Company's (and/or its Subsidiaries') Bylaws, including without limitation: (i) Managing, conducting and supervising the day-to-day business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultants; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts; (ii) On behalf of the Company (and/or its Subsidiaries), negotiating and entering into agreements, contracts and/or joint ventures with third parties relating to the provision of SFD Data; (iii) Acting as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment community; and (iv) Developing and implementing long-term strategic, business and fiscal planning for the Company (and/or its Subsidiaries) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Data, finance, and positioning the Company's securities in the various capital markets. The Executive shall report only to the Board, and any significant employment decisions and/or agreements, contracts and/or joint ventures negotiated by the Executive shall be subject to the review and approval/ratification of the Board. The Executive's responsibilities with respect to the Company and each of its Subsidiaries may be changed or supplemented by the Board from time-to-time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the business of the Company (and/or its Subsidiaries) may require.

Engagement; Duties. The Company hereby engages the Executive as ------------------ its ------------------ Chief Executive OfficerPresident, and as an officer of its Subsidiaries, and the Executive accepts such engagement, upon the terms and conditions set forth below. As Chief Executive Officer President of the Company, and as an officer of the Subsidiaries, the Executive shall do and perform all services, acts, or things necessary or advisable that a Chief Executive Officer President of the Company and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under the Company's (and/or its Subsidiaries') Bylaws, including without limitation: (i) Managing, conducting and supervising the day-to-day business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultants; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts; (ii) On behalf of the Company (and/or its Subsidiaries), negotiating and entering into agreements, contracts and/or joint ventures with third parties relating to the provision of SFD Data; (iii) Acting as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment community; and (iv) Developing and implementing long-term strategic, business and fiscal planning for the Company (and/or its Subsidiaries) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Data, finance, and positioning the Company's securities in the various capital markets. The Executive shall report only to the Board, and any significant employment decisions and/or agreements, contracts and/or joint ventures negotiated by the Executive shall be subject to the review and approval/ratification of the Board. The Executive's responsibilities with respect to the Company and each of its Subsidiaries may be changed or supplemented by the Board from time-to-time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the business of the Company (and/or its Subsidiaries) may require.

Engagement; Duties. The Company hereby engages the Executive as ------------------ its ------------------ Chief Executive Officer, and as an officer of its SubsidiariesPresident, and the Executive accepts such engagementposition, upon the terms and conditions set forth belowherein. As Chief Executive Officer of the Company, and as an officer of the Subsidiaries's President, the Executive shall do and perform all services, acts, or things necessary or advisable that a Chief Executive Officer of the Company and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under discharge his duties as the Company's (and/or its Subsidiaries') BylawsPresident under this Agreement and the Company's Bylaws including, including without limitationbut not limited to, the following: (i) Managing, conducting and supervising the day-to-day administrative business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultants; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts;. (ii) On behalf of the Company (and/or its Subsidiaries)Company, negotiating and entering into agreements, contracts and/or joint ventures with third parties relating to the provision of the Company's SFD Data; (iii) Acting as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment community; and (iv) Developing and implementing long-term strategic, business and fiscal planning for the Company (and/or its Subsidiaries) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Data, finance, and positioning the Company's securities in the various capital markets. The Executive shall report only to the Company's Chief Executive Officer and the Board, and any significant employment decisions and/or agreements, contracts and/or joint ventures negotiated by the Executive shall be subject to the review and approval/ratification of the Board. The Executive's responsibilities with respect to the Company and each of its Subsidiaries may be changed or supplemented by the Board from time-to-time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the Company's business may require. The Executive agrees to cooperate with and work to the best of his ability with the Company Company's (and/or its Subsidiaries') may requiremanagement team, which includes the Board and the executive officers, and to continually improve the Company's (and/or its Subsidiaries') reputation in its industry.

Engagement; Duties. The Company hereby engages the Executive as its ------------------ Chief Executive Officer, and as an officer of its Subsidiaries, and the Executive accepts such engagement, upon the terms and conditions set forth below. As Chief Executive Officer of the Company, and as an officer of the Subsidiaries, the Executive shall do and perform all services, acts, or things necessary or advisable that a Chief Executive Officer of the Company and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under the Company's (and/or its Subsidiaries') Bylaws, including without limitation: (i) : Managing, conducting and supervising the day-to-day business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultants; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts; (ii) . On behalf of the Company (and/or its Subsidiaries)Company, negotiating and entering into agreements, contracts and/or joint ventures with third parties relating to the provision of SFD Data; (iii) ; Acting as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment community; and (iv) and Developing and implementing long-term strategic, business and fiscal planning for the Company (and/or its Subsidiaries) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Data, finance, and positioning the Company's securities in the various capital markets. The Executive shall report only to the Board, and any significant employment decisions and/or agreements, contracts and/or joint ventures negotiated by the Executive shall be subject to the review and approval/ratification of the Board. The Executive's responsibilities with respect to the Company and each of its Subsidiaries may be changed or supplemented by the Board from time-to-time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the business of the Company (and/or its Subsidiaries) may require.

Engagement; Duties. The (a) Subject to the terms and conditions of this Agreement, the Company hereby engages the Executive as its ------------------ Chief Executive OfficerExecutive, and effective upon the Effective Date, to serve as an officer advisor and consultant to the Company and to continue to serve as Chairman of its Subsidiariesthe Board of the Company, and the Executive accepts such engagement, upon the terms and conditions set forth below. As Chief Executive Officer of the Company, an advisor and as an officer of the Subsidiariesconsultant, the Executive shall do provide advice and perform counsel to the Board, the Company and its personnel with respect to any and all servicesaspects of the Company’s business and operations and matters related thereto as he, acts, or things necessary or advisable that a the Board and the Company’s Chief Executive Officer may deem appropriate and shall attend such business meetings and functions as he and the Company’s Chief Executive Officer may deem appropriate, all as more particularly described on Exhibit A hereto (collectively, the “Advisory Services”). In order to perform the duties described herein, the Executive shall have full access to the Company’s business, financial and operational information, as well as to its personnel and its vendors, suppliers and agents. (b) During the term of this Agreement, the Executive shall devote appropriate business time and his best efforts to the business affairs of the Company Company; however, the Executive may devote reasonable time and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under the Company's (and/or its Subsidiaries') Bylaws, including without limitationattention to: (i) Managingserving as a director of, conducting and supervising the day-to-day business or member of a committee of the Company (and/or its Subsidiaries) such asdirectors of, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultantsany not-for-profit organization or engaging in other charitable or community activities; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts;and (ii) On behalf serving as a director of, or member of a committee of the Company (and/or its Subsidiaries)directors of, negotiating the corporations or organizations for which the Executive presently serves in such capacity, and entering into agreements, contracts and/or joint ventures with third parties relating such other corporations and organizations that the Board may from time to time approve in the provision of SFD Datafuture; (iii) Acting owning and managing personal and family assets and businesses, including, without limitation, a family-owned inn in Massachusetts and related or comparable properties and enterprises, as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment communitywell as to personal activities of a non-business nature; and (iv) Developing engaging in other business activities; provided that, except as specified above, the Executive may not accept employment with, become a member of the board of directors of, provide advisory or consulting services to, or engage in any venture with any individual or entity listed in Exhibit B annexed hereto and implementing long-made a part hereof. (c) During the term strategicof this Agreement, business and fiscal planning for the Company shall provide the Executive with secretarial services, an office and similar support services and facilities as are appropriate to the Executive’s position and responsibilities and of at least substantially the same quality as provided to the Executive pursuant to the Prior Agreement. (and/or its Subsidiariesd) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Data, financeThe Executive’s engagement hereunder is as an independent contractor, and positioning not as an employee of the Company's securities in the various capital markets. The Executive shall report only to the BoardAccordingly, and any significant employment decisions and/or agreementsexcept as otherwise expressly provided herein, contracts and/or joint ventures negotiated by the Executive shall not be subject eligible to participate in employee benefit plans offered by the review Company to its employees, and approval/ratification the Company will not provide to or for the benefit of the BoardExecutive any workers’ compensation, disability, Social Security or unemployment insurance coverage. The Executive's responsibilities Moreover, the Company will not pay or withhold any federal, state or local taxes with respect to the Company Executive’s compensation, and each of its Subsidiaries may payment thereof shall be changed or supplemented by the Board from time-to-time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent responsibility solely of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the business of the Company (and/or its Subsidiaries) may require.

Engagement; Duties. The Company hereby engages the Executive ------------------ as its ------------------ Chief Executive Officer, and as an officer of its SubsidiariesPresident, and the Executive accepts such engagementposition, upon the terms and conditions set forth belowherein. As Chief Executive Officer of the Company, and as an officer of the Subsidiaries's President, the Executive shall do and perform all services, acts, or things necessary or advisable that a Chief Executive Officer of the Company and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under discharge his duties as the Company's (and/or its Subsidiaries') BylawsPresident under this Agreement and the Company's Bylaws including, including without limitationbut not limited to, the following: (i) Managing, conducting and supervising the day-to-day administrative business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultants; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts;. (ii) On behalf of the Company (and/or its Subsidiaries)Company, negotiating and entering into agreements, contracts and/or joint ventures with third parties relating to the provision of the Company's SFD Data; (iii) Acting as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment community; and (iv) Developing and implementing long-term strategic, business and fiscal planning for the Company (and/or its Subsidiaries) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Data, finance, and positioning the Company's securities in the various capital markets. The Executive shall report only to the Company's Chief Executive Officer and the Board, and any significant employment decisions and/or agreements, contracts and/or joint ventures negotiated by the Executive shall be subject to the review and approval/ratification of the Board. The Executive's responsibilities with respect to the Company and each of its Subsidiaries may be changed or supplemented by the Board from time-to-time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the Company's business may require. The Executive agrees to cooperate with and work to the best of his ability with the Company Company's (and/or its Subsidiaries') may requiremanagement team, which includes the Board and the executive officers, and to continually improve the Company's (and/or its Subsidiaries') reputation in its industry.

Engagement; Duties. The Company hereby engages the Executive as its ------------------ Chief Executive Officer, and as an officer of its SubsidiariesPresident, and the Executive accepts such engagementposition, upon the terms and conditions set forth belowherein. As Chief Executive Officer of the Company, and as an officer of the Subsidiaries's President, the Executive shall do and perform all services, acts, or things necessary or advisable that a Chief Executive Officer of the Company and an executive officer of the Subsidiaries would customarily be empowered and authorized to do, and perform by law and under discharge his duties as the Company's (and/or its Subsidiaries') BylawsPresident under this Agreement and the Company's Bylaws including, including without limitationbut not limited to, the following: (i1) Managing, conducting and supervising the day-to-day administrative business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, hiring and firing employees and consultants and establishing compensation levels for such employees and consultants; and negotiating and entering into contracts on behalf of the Company (and/or its Subsidiaries) with respect to the ordinary operations of the business of the Company (and/or its Subsidiaries) such as, by way of example and not limitation, exploration, equipment, purchase and lease contracts;. (ii2) On behalf of the Company (and/or its Subsidiaries)Company, negotiating and entering into agreements, contracts and/or joint ventures with third parties relating to the provision exploitation of SFD Datathe Company's products and technologies; (iii3) Acting as the Company's liaison with its attorneys, certified public accountants, bankers, joint venture partners, market makers for the Company's securities and the investment community; and (iv4) Developing and implementing long-term strategic, business and fiscal planning for the Company (and/or its Subsidiaries) and their businesses, including but not limited to plans or capital requirements for financing, the commercial exploitation of SFD Datathe Company's products and technologies, finance, and positioning the Company's securities in the various capital markets. The Executive shall report only to the Board, and any significant employment decisions and/or agreements, contracts and/or joint ventures negotiated by the Executive shall be subject to the review and approval/ratification by any of the Boardsuch parties. The Executive's responsibilities with respect to the Company and each of its Subsidiaries may be changed or supplemented by the Board from time-to-to- time, in their discretion. The Executive shall also hold such offices with the Subsidiaries and/or joint ventures of the Company (and/or its Subsidiaries) as the Board may, in its discretion and with the consent of the Executive, from time-to-time determine. The Board shall determine the amount of the Executive's total remuneration which will be allocated to and paid by the Company and by each of its Subsidiaries. The Executive shall be reasonably available to travel as the needs of the Company's business of may require. The Executive acknowledges and agrees that he understands that the Company (and/or its Subsidiaries) may requirein the near future to hire a Chief Executive Officer, in which case the Executive's position shall be President and Chief Operating Officer.