Common use of Executive’s Position, Duties, and Authority Clause in Contracts

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Senior Executive Vice President and Chief Financial Operating Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s 's failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s 's consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Chief Executive Vice President and Chief Financial Officer of the EmployerEmployer and Chairman of the Board, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is publicEmployer, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that that, in either case, the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and to maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement Agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreementAgreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to amend its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreementAgreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement Agreement in the manner authorized by Section 17.5 of this agreementAgreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreementAgreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreementAgreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Senior Executive Vice President and Chief Financial Operating Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive pursuant to and in accordance with the terms and provisions in Section 8 for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Chief Financial Operating Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) serve as an officer or director of any subsidiary or affiliate of the Employer, in the event that Employer if the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide to and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or an officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the reasonable written employment policies which the Employer generally applies to all of its employeessenior most executives, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Employer and the Executive acknowledge and agree that the Executive has, in the past, so tailored his conduct and may, in the future, tailor his conduct consistent with past practice. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve as Executive Vice the President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 3.2 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement Agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreementAgreement. 3.2 3.3 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreementAgreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement Agreement in the manner authorized by Section 17.5 of this agreementAgreement. 3.3 3.4 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 12.3 of this agreementAgreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreementAgreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s 's failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s 's consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Chief Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, Board or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Chief Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, Board or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive pursuant to and in accordance with the terms and provisions in Section 8 for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive pursuant to and in accordance with the terms and provisions in Section 8 for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Chief Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, Board or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s 's failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s 's consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Chief Financial Officer Director of Legal and Governmental Affairs of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s 's failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s 's consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.