Common use of Office and Duties Clause in Contracts

Office and Duties. (a) During the term of this Agreement, Employee shall serve as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During the term of this AgreementTerm, Employee the Executive shall serve as Executive Vice President, Commercial Operations the [POSITION] of the Company, with overall responsibility for Corporate Business Development, and as well as in any other position to which the Generic Sales/Marketing and Branded Sales/Marketing operations of Executive is appointed by the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the ’s Board of Directors of (the Company (“Board”). The Executive shall report to the [Board] [and] [the Company’s Chief Executive Officer or his designee(s)] and shall perform such duties and have such responsibilities as the Board [or the Company’s Chief Executive Officer or his designee(s)] may determine from time to time and which are consistent with Executive’s then current position with the Company. (b) In his capacity as [During the Term, the Company shall cause the Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to be elected or appointed to the authority Board and direction of the PresidentExecutive agrees to serve in such capacity without additional compensation; provided however, and shall perform such additional duties and responsibilities as may that during any period that the Company’s stock is publically traded, the Company’s obligation under this Section will be from time limited to time assigned nominating the Executive to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company.] (c) Employee shall render his services diligentlyDuring the Term, faithfully and to the best of his ability, and Executive shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, hereunder in a manner that will faithfully and diligently further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this AgreementTerm, Employee the Executive shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employeethe Executive’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee . Should the Executive wish to provide any services to any other person or entity other than the Company or to serve on the board of directors of any other entity or organization, the Executive shall comply in all material respects with all Company policies, submit a written request to the Board for consideration and directives or policies set approval by the Board, including, without limitation, policies regarding ethics, integrity and personal conductBoard in its sole discretion. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During the term of this AgreementTerm, Employee shall serve as Executive Vice President, Commercial Operations CEO of the Company, with overall responsibility for Corporate Business DevelopmentLogisticare, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President Chief Executive Officer (“CEO”) of the Company Xxxxx Xxx (“President”), and be subject to the CEO’s supervision, control and direction of the President or as otherwise directed by direction. Employee shall also serve on the Board of Directors of the Company (the “Company’s Board”)) and/or Logisticare (“Logisticare’s Board”) as may be requested from time to time. (b) In his capacity as Executive Vice President, Commercial OperationsCEO of Logisticare, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the PresidentCEO, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the PresidentCEO. In addition, CEO or Employee acknowledges and agrees that he shall observe and comply with all of the Company’s policies and procedures, and comply with all of the directives of the Company’s Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) During the Term, Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote substantially all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself Company and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does businessLogisticare. (d) During the term of this AgreementTerm, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or BoardChief Executive Officer of the Company, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. The Executive shall be employed as an executive officer of OnLine Power Supply, Inc., (a) During "OPS"), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Engineering, Research and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position. Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this AgreementAgreement (hereafter, Employee the "OTHER INVENTIONS"), shall serve as Executive Vice President, Commercial Operations of be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with overall responsibility for Corporate Business Development, the Company that any and the Generic Sales/Marketing and Branded Sales/Marketing operations of all intellectual rights to such Other Inventions shall belong exclusively to the Company, shall report directly until it is or they are presented and disclosed to the President of Company by the Executive. If the Company Xxxxx Xxx (“President”)decides to take up and exploit such Other Inventions, and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice Presidentshall thereafter own any and all intellectual rights to it or them forever, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner provided that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company proceeds in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO uses its best efforts to exploit it or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”)them. The Company shall make its decision in a commercially reasonable period of time, not change Employee’s Place to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of Employment time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consentOther Inventions back to the Executive.

Office and Duties. (a) During The Executive shall be employed as the Chief Financial Officer of the Company and shall be responsible for performing and/or supervising others in the Company to perform those tasks attendant to such position. The Board of Directors may assign other duties to the Executive, if the other duties do not materially impact his ability to serve as the Chief Xxxxx-cial Officer. The Company reserves the right to designate his place of work. The Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position. Notwithstanding the above, the Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are not in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this AgreementAgreement (hereafter, Employee the "OTHER INVENTIONS"), shall serve as Executive Vice President, Commercial Operations of be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with overall responsibility for Corporate Business Development, the Company that any and the Generic Sales/Marketing and Branded Sales/Marketing operations of all intellectual rights to such Other Inventions shall belong exclusively to the Company, shall report directly until it is or they are presented and disclosed to the President of Company by the Executive. If the Company Xxxxx Xxx (“President”)decides to take up and exploit such Other Inventions, and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice Presidentshall thereafter own any and all intellectual rights to it or them forever, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner provided that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company proceeds in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO uses its best efforts to exploit it or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”)them. The Company shall make its decision in a commercially reasonable period of time, not change Employee’s Place to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of Employment time, the Company and the Executive agree that the Company cannot proceed further with such exploitation, then the Company shall assign the rights to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consentOther Inventions back to the Executive.

Office and Duties. (a) During the term of this Agreementhereof, Employee shall serve as Executive Vice President, Commercial President of Marketing and Sales Operations of the Company, with overall responsibility for Corporate Business Development, and Corporation. Subject to any restrictions set forth in the Generic Sales/Marketing and Branded Sales/Marketing operations Shareholders' Agreement or in the Bylaws of the CompanyCorporation, Employee shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or perform such duties as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity are customary for an Employee as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities President of Marketing and render such services as are customary to, Sales Operations of businesses in the United States similar in kind and consistent with his position, subject size to the authority Corporation and direction of the President, and shall perform such additional other duties and responsibilities as may be from time to time be assigned to him by the President, the CEO or the BoardBoard of Directors of the Corporation in keeping with his position. (b) During the term hereof, so long as such additional Employee shall use his best efforts to carry out his duties and responsibilities are consistent with those customarily performed by an executive hereunder and devote his entire working time to the business and affairs of a comparable size public companythe Corporation and shall not, in any advisory or other capacity, work for any other individual, firm or corporation without first having obtained the written consent of the Corporation. (c) During the term hereof, the principal place of employment of Employee shall render his services diligentlybe the Corporation's headquarters in Greenbelt, faithfully and to Maryland or such other locations as may be selected for the best of his abilityCorporation's facilities, and shall devote all of his working time, energy, skill and best efforts to the performance of although it is understood that in connection with his duties hereunderunder this agreement, in a manner that Employee will further the business be required to travel to and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does businessperform services at other locations. (d) During Employee represents and warrants to the term of Corporation that he is not subject to, or a party to, any employment agreement, non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit Employee from executing this AgreementAgreement and performing fully his duties and responsibilities hereunder, Employee shall not be engaged or which would in any business activity whichmanner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the reasonable judgment of future be assigned to Employee by the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantageCorporation. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be agrees to cooperate at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxxrequest of the Corporation in any efforts to obtain "key-man" life insurance on Employee's life., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During the term of this Agreementhereof, Employee shall serve as President and Chief Executive Vice President, Commercial Operations Officer of the Company, with overall responsibility for Corporate Business Development, Corporation. Subject to the Bylaws of the Corporation and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”)Corporation, Employee shall perform such duties as are customary for a President and Chief Executive Officer of businesses in the United States similar in kind and size to the Corporation, and such other duties as may from time to time be assigned to him by the Directors of the Corporation. (b) In his capacity as Executive Vice President, Commercial OperationsDuring the term hereof, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with use his position, subject best efforts to the authority and direction of the President, and shall perform such additional carry out his duties and responsibilities as may be from hereunder and devote his entire working time to time assigned to him by the Presidentbusiness and affairs of the Corporation and shall not, CEO in any advisory or other capacity, work for any other individual, firm or corporation without first having obtained the Boardwritten consent of the Corporation; provided, however, that Employee may engage in investment activities so long as such additional duties and responsibilities are consistent they do not materially interfere with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder. (c) During the term hereof, in a manner that will further the business and interests principal place of the Company. employment of Employee shall also conduct himself be the Corporation's headquarters in Greenbelt, Maryland, or such other locations as may be selected for the Corporation's facilities, although it is understood that in connection with his duties under this agreement, Employee will be required to travel to and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does businessperform services at other locations. (d) During Employee represents and warrants to the term of Corporation that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit Employee from executing this AgreementAgreement and performing fully his duties and responsibilities hereunder, Employee shall not be engaged or which would in any business activity whichmanner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the reasonable judgment of future be assigned to Employee by the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantageCorporation. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be agrees to cooperate at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxxrequest of the Corporation in any efforts to obtain "key-man" life insurance on Employee's life., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During the term of this Agreementhereof, Employee shall serve as President and Chief Executive Vice President, Commercial Operations Officer of the Company, with overall responsibility for Corporate Business Development, Corporation. Subject to the Bylaws of the Corporation and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”)Corporation, Employee shall perform such duties as are customary for a President and Chief Executive Officer of businesses in the United States similar in kind and size to the Corporation, and such other duties as may from time to time be assigned to him by the Directors of the Corporation. (b) In his capacity as Executive Vice President, Commercial OperationsDuring the term hereof, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with use his position, subject best efforts to the authority and direction of the President, and shall perform such additional carry out his duties and responsibilities as may be from hereunder and devote his entire working time to time assigned to him by the Presidentbusiness and affairs of the Corporation and shall not, CEO in any advisory or other capacity, work for any other individual, firm or company without first having obtained the Boardwritten consent of the Corporation; provided, however, that Employee may engage in investment activities so long as such additional duties and responsibilities are consistent they do not materially interfere with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder. (c) During the term hereof, in a manner that will further the business and interests principal place of the Company. employment of Employee shall also conduct himself be the Corporation's headquarters in Greenbelt, Maryland, or such other locations as may be selected for the Corporation's facilities, although it is understood that in connection with his duties under this agreement, Employee will be required to travel to and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does businessperform services at other locations. (d) During Employee represents and warrants to the term of Corporation that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit Employee from executing this AgreementAgreement and performing fully his duties and responsibilities hereunder, Employee shall not be engaged or which would in any business activity whichmanner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the reasonable judgment of future be assigned to Employee by the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantageCorporation. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be agrees to cooperate at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxxrequest of the Corporation in any efforts to obtain "key-man" life insurance on Employee's life., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During Executive shall be elected and continue to be elected as a director of the Company and shall initially serve as Chief Operating Officer. Subject to the direction of the Board of Directors, Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Company in connection with the conduct of its business or the business of any subsidiary or affiliate of the Company. Nothing herein shall preclude the Board of Directors from changing Executive's title and duties if the Board of Directors has determined in its reasonable judgment that such change is in the Company's best interests, provided, however, that at all times during the term of this the Agreement, Employee Executive shall serve be employed as Executive Vice President, Commercial Operations a senior executive of the Company, with overall responsibility for Corporate Business Developmentappropriate and commensurate title, rank, status and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”)duties. (b) In his capacity as During the term hereof, Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working sufficient business time, energy, skill attention and best efforts energies to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws its affiliates to properly discharge his duties and regulations applicable in all jurisdictions in which the Company does business. (d) During responsibilities under this Agreement and shall not during the term of this Agreement, Employee shall not Agreement be engaged (whether or not during normal business hours) in any other business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunderprofessional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, if such activity is likely to or has interfered in any way with Executive's duties; provided that nothing in this section shall be construed as preventing Executive from (a) investing his personal assets in businesses which do not compete with the Company in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the companies in which such investments are made in which his participation is solely that of an investor, or (b) purchasing securities in any corporation whose securities are publicly traded, provided that such purchase shall not result in his collectively owning beneficially at any time more than five percent (5%) of the equity securities of any corporation engaged in a business competitive to that of the Company. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (fc) During the term of this Agreementhereof, Employee’s the principal place of employment of Executive shall be in the metropolitan New York City area. It is understood that in connection with his duties under this Agreement, Executive will be required to travel to and perform services at other locations including the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx's offices in Greece., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. The Executive shall be employed as an executive officer of OnLine Power Supply, Inc., (a) During "OPS"), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Research for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position . Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this AgreementAgreement (hereafter, Employee the "Other Inventions"), shall serve as Executive Vice President, Commercial Operations of be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with overall responsibility for Corporate Business Development, the Company that any and the Generic Sales/Marketing and Branded Sales/Marketing operations of all intellectual rights to such Other Inventions shall belong exclusively to the Company, shall report directly until it is or they are presented and disclosed to the President of Company by the Executive. If the Company Xxxxx Xxx (“President”)decides to take up and exploit such Other Inventions, and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice Presidentshall thereafter own any and all intellectual rights to it or them forever, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner provided that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company proceeds in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO uses its best efforts to exploit it or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”)them. The Company shall make its decision in a commercially reasonable period of time, not change Employee’s Place to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of Employment time, the Company and the Executive agree that the Company cannot proceed further with such exploitation, then the Company shall assign the rights to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consentOther Inventions back to the Executive.

Office and Duties. (a) During the term of this Agreement, Employee Executive shall initially serve as Executive Vice President, Commercial Operations President of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly Operations. Subject to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors and the corporation's officers designated by the Board, Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Corporation in connection with the conduct of its business or the business of any subsidiary of affiliate of the Company (“Board”)Corporation. Nothing herein shall preclude the board from changing the Executive's title and duties if the Board has determined in its reasonable judgment that such change is in the Corporation's best interest, provided, without Executive's consent, such duties will not be substantially diminished from those duties initially assigned. Executive's primary duty shall be to facilitate all matters in operations as they arise for the MFM side of the business of BAB, as well as product development for all BAB companies. (b) In his capacity as During the term hereof, Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote substantially all of his working business time, energy, skill attention and best efforts energies to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith corporation and in accordance with the highest standards of compliance with all laws its affiliates and regulations applicable in all jurisdictions in which the Company does business. (d) During shall not during the term of this Agreement, Employee shall not Agreement be engaged (whether or not during normal business hours) in any other business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunderprofessional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, if such activity is likely to or has interfered in any way with Executive's duties; provided that this section shall not be construed as preventing the Executive from investing his personal assets in businesses which do not compete with the corporation in such form or manner as will not require any services on the part of the Executive in the operations or the affairs of the companies in which such investments are made in which his participation is solely that of an investor. Corporation agrees that from time to time as may be necessary, Executive may retain flexibility in the specific time Executive begins and ends his daily employment duties. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (fc) During the term of this Agreementhereof, Employee’s the principal place of employment of Executive shall be in the Chicago area. It is understood that in connection with his duties under this agreement, Executive may be required to travel to and perform services at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxxother locations. Executive and Executive's spouse will not be required to travel simultaneously., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During the term Term of this Employment Agreement, the Employee shall serve as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, hold such positions and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly perform such duties relating to the President of the Company Xxxxx Xxx (“President”), Employer's businesses and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities operations as may be from time to time be assigned to him in accordance with the provisions of Article III of the LLC Agreement. During the Term of this Employment Agreement and while employed by the PresidentEmployer, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render devote substantially all of his services diligentlyworking time to his duties hereunder and shall, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his perform such duties hereunder, in a manner that which will further the business and interests of the CompanyEmployer. If the Company (as a third party beneficiary of this Agreement) reasonably believes that the Employee has breached the foregoing obligation, it shall also conduct himself provide written notice of such breach to the Employer and within three (3) business days of such notice, the business Management Committee (excluding the Person whose termination is being considered) of the Employer shall determine whether it concurs in the determination that the Employee has breached such provision. If the Management Committee disagrees with the Company, then the Management Committee shall provide written notice of such disagreement to the Company in good faith and within three (3) business days of its determination and, if the Company so notifies the Employer within three (3) business days after notice of such agreement, then such issue shall be finally determined by binding arbitration in accordance with the highest standards provisions of compliance with all laws and regulations applicable in all jurisdictions in which Section 11 of this Agreement, provided, that such arbitration shall take place no later than fourteen (14) days following the receipt by the Management Committee of written notice from the Company does that the Company desires to submit such issue to arbitration, and a final decision with respect to such issue shall be issued within five (5) business days after such arbitration. During the longer of the Term of this Employment Agreement or while Employee is employed by or acting as a consultant (or in any similar capacity) to the Employer or any of its Affiliates, the Employee shall not engage (i) in any Prohibited Competition Activity; (ii) interfere with the relations of the Employer or any of its Controlled Affiliates with any person or entity who at any time during such period was a Client (which means Past, Present, and Potential Clients, as defined below); or (iii) solicit or induce or attempt to solicit or induce, directly or indirectly, any employee or agent of or consultant (or person acting in any similar capacity) to the Employer to terminate its, his or her relationship therewith. The Employee agrees that he will travel to whatever extent is reasonably necessary in the conduct of the Employer's business. (db) During At any time after the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment anniversary of the Presidentdate hereof, CEO or Boardthe Employee may elect, conflicts with Employee’s the written consent of the Management Committee in its sole discretion, to reduce (but not to zero) the amount of time devoted to his duties hereunder, whether or not such activity is pursued for pecuniary advantageincluding without limitation reduction of travel time. (ec) Except as provided in the LLC Agreement, during the Term of this Agreement and while employed by the Employer, the Employee shall comply in all material respects with all Company policiesnot, directly or indirectly, solicit the business of any Past, Present, or Potential Clients except on behalf and directives for the benefit of the Employer, or policies set by the Boardpursue any other business activity, including, without limitation, policies regarding ethicsserving as an officer, integrity and personal conductdirector, employee, agent or adviser to any business entity other than the Employer, without the Employer's prior written consent. (fd) During Notwithstanding the provisions of this Section 2, the Employee may engage in investing for his personal account if each such investment is made in accordance with the Code of Ethics of the LLC. (e) The terms "Client" or "Client List" when used herein shall include all Past, Present, and Potential Clients, subject to the following general rules: (i) with respect to each such Client, the term shall also include any persons or entities which are known to the Employee to be Affiliates of this Agreement, Employee’s principal place such Client or persons who are members of employment the Immediate Family of such Client or any of its Affiliates; and (ii) with respect to so-called "wrap programs," both the sponsor of the program and the underlying participants in the program (or clients who have selected the Company or a Controlled Affiliate under their contract with the sponsor) shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxxincluded as Clients. Past, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company Present and Potential Clients shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.be defined as follows:

Office and Duties. (a) During Executive shall be elected and continue to be elected as a director of the Company and shall initially serve as Chief Executive Officer. Subject to the direction of the Board of Directors, Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Company in connection with the conduct of its business or the business of any subsidiary or affiliate of the Company. Nothing herein shall preclude the Board of Directors from changing Executive's title and duties if the Board of Directors has determined in its reasonable judgment that such change is in the Company's best interests, provided, however, that at all times during the term of this the Agreement, Employee Executive shall serve be employed as Executive Vice President, Commercial Operations a senior executive of the Company, with overall responsibility for Corporate Business Developmentappropriate and commensurate title, rank, status and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”)duties. (b) In his capacity as During the term hereof, Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working sufficient business time, energy, skill attention and best efforts energies to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws its affiliates to properly discharge his duties and regulations applicable in all jurisdictions in which the Company does business. (d) During responsibilities under this Agreement and shall not during the term of this Agreement, Employee shall not Agreement be engaged (whether or not during normal business hours) in any other business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunderprofessional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, if such activity is likely to or has interfered in any way with Executive's duties; provided that nothing in this section shall be construed as preventing Executive from (a) investing his personal assets in businesses which do not compete with the Company in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the companies in which such investments are made in which his participation is solely that of an investor, or (b) purchasing securities in any corporation whose securities are publicly traded, provided that such purchase shall not result in his collectively owning beneficially at any time more than five percent (5%) of the equity securities of any corporation engaged in a business competitive to that of the Company. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (fc) During the term of this Agreementhereof, Employee’s the principal place of employment of Executive shall be in the metropolitan New York City area. It is understood that in connection with his duties under this Agreement, Executive will be required to travel to and perform services at other locations including the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx's offices in Greece., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) During As the term of this Agreement, Employee shall serve as President and Chief Executive Vice President, Commercial Operations Office of the Company, with overall responsibility for Corporate Business Development, Employee shall render such services as are necessary and desirable to protect and advance the Generic Sales/Marketing and Branded Sales/Marketing operations best interests of the Company, shall report directly as determined from time to time by and under the President supervision of and in accordance with the Company Xxxxx Xxx (“President”), policies and be subject to the supervision, control and direction of the President or as otherwise directed directives set by the Board of Directors of the Company (“Board”). (b) In his capacity For as Executive Vice President, Commercial Operations, long as Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him remain employed by the PresidentCompany, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his Employee’s entire working time, energy, skill and best efforts shall be devoted to the performance of his Employee’s duties hereunder, hereunder in a manner that which will faithfully, diligently and ethically further the business and interests of the Company. . (c) Employee shall also conduct himself and keep the Chairman informed of any significant developments or special difficulties encountered in connection with the business affairs and financial condition of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does businessCompany. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in comply with all rules and regulations established from time to time by the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantageCompany. (e) The Company expects and Employee shall comply has agreed that over the first five (5) years of employment, Employee will purchase shares of the Company’s common stock in all material respects with all Company policiesopen market transactions at cost at the time of purchase of at least one hundred seventy five thousand ($175,000) dollars. These purchases are in addition to, and directives or policies set not a part of, any of the shares being offered to Employee by the Board, including, without limitation, policies regarding ethics, integrity and personal conductCompany as a part of the “Bonus Plan” defined below in Subparagraph 5(b) or the stock option described in Subparagraph 5(c). (f) During Employee has agreed, as a condition of his employment, to relocate his principal residence within twelve (12) months of the term of this Agreement, Employee’s principal place commencement of employment shall be at to a location that is within a forty-five (45) minute commute of the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxxcurrent offices in Whippany, XxxxxxxxNew Jersey. The Company will reimburse Employee for documented reasonable and customary costs to include moving expenses, Xxxxxxxxxxxx 00000 costs to sell Employee’s existing residence and closing costs incurred in connection with the purchase of Employee’s new residence. Employee and the Company will discuss means and methods or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx reducing the tax implications of these benefits to Employee. The Company will increase the sums paid to Employee pursuant to the foregoing sentence by an amount calculated to satisfy the Employee’s tax payments solely on account of the amounts paid by the Company as reimbursement to the Employee in the foregoing sentence (the “Place of EmploymentGross-Up Payment”). The Company shall not change Employee’s Place also will reimburse the Employee for the documented reasonable costs of Employment temporary housing (e.g., extended stay hotel or similar) in the vicinity of Whippany, New Jersey for a period of up to a location six (6) months. In the event that is more than twentyEmployee voluntarily terminates his employment with the Company for any reason within (12) months of relocation, all amounts reimbursed (including the Gross-five Up Payment) must be repaid to the Company within thirty (2530) miles from days of the Place effective date of Employment without Employee’s consentthe termination of employment.

Office and Duties. (a) During the term Term or any Renewal Term, as defined herein, of this Agreement, Employee Xxxxxxx shall serve as Executive Vice President, Commercial Operations Managing Director of the Company, with overall responsibility for Corporate Business DevelopmentNational Wholesale Residential Mortgage Division (the "National Wholesale Division"), and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President Chief Executive Officer ("CEO") of the Company Xxxxx Xxx (“President”), ABFS and be subject to the his supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”)direction. (b) In his capacity as Executive Vice PresidentManaging Director of the National Wholesale Division, Commercial Operations, Employee Xxxxxxx shall serve as the chief operating officer of the National Wholesale Division and shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his that position, including but not limited to its operations, product development, pricing, entering into sales contracts and determining commission structure for sales employees and agents with respect to mortgage and home equity loans originated by the National Wholesale Division, subject to the authority authority, direction and direction approval of the PresidentCEO of ABFS. Xxxxxxx shall also be a member of the Credit Policy Committee. As such, and Xxxxxxx shall make recommendations to the Credit Policy Committee which will not unreasonably be denied by said Committee. Xxxxxxx shall perform such additional duties and responsibilities as may be assigned to him from time to time assigned to him by the President, CEO of ABFS or the BoardBoard of Directors of ABFS, so long as provided that such additional duties and responsibilities are consistent with the position as described and do not interfere with Xxxxxxx'x performing those customarily performed by an executive duties or earning any of a comparable size public companythe compensation described below. (c) Employee Xxxxxxx shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the CompanyABFS. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term Term or any Renewal Term of this Agreement, Employee as defined herein, Xxxxxxx shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO of ABFS or BoardBoard of Directors of ABFS, conflicts with Employee’s Xxxxxxx'x duties hereunder, whether or not such activity is pursued for pecuniary advantage. Notwithstanding the above, Xxxxxxx may engage in personal investment activities during ABFS's regular business hours and at other times, as long as those activities do not interfere with the performance of Xxxxxxx'x duties to ABFS. (d) Xxxxxxx shall work out of ABFS's corporate headquarters office located at the Xxxxxxxxx Building, 100 Penn Square East, Philadelphia, Pennsylvania ("Corporate Headquarters"). (e) Employee shall comply During the first year of employment, Xxxxxxx will spend one week per month working in all material respects with all Company policiesCalifornia to assist in the development of the California office, and directives any additional time during that first year, or policies set any time after the first year, as mutually agreed upon by Xxxxxxx and the Board, including, without limitation, policies regarding ethics, integrity and personal conductCEO of ABFS or his designee. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. During the Term of this Employment Agreement and while employed by the Employer, the Employee shall hold the following positions and perform the following duties relating to the Employer's businesses and operations during the following respective periods (aexcept to the extent otherwise agreed to in writing by the Employee, the Management Committee and the Manager Member): (A) During the term first six months immediately following the Closing Date (consistent with his current level of this Agreementactive devotion to his duties at FAI and FAID), the Employee shall serve be employed as the Chief Executive Vice President, Commercial Operations Officer of the Company, with overall responsibility for Corporate Business Development, Employer and the Generic Sales/Marketing Chairman of its Management Committee (and Branded Sales/Marketing operations shall hold the same officer positions at the DE LLC but shall not be an employee of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”DE LLC), and be subject shall devote substantially all of his working time during such period to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional those duties and responsibilities as may be from time to time assigned to him by the Presidentshall, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his perform those duties hereunder, in a manner that which will further the business and interests of the Company. Employer, the DE LLC and their respective Controlled Affiliates; (B) During the four and one-half year period immediately following the period described in clause (A) of this Section 2, the Employee shall also conduct himself be employed by the Employer as the Chairman of its Management Committee (and shall hold the same officer position at the DE LLC but shall not be an employee of the DE LLC) on an active basis (but shall no longer be the Chief Executive Officer of the Employer or the DE LLC), and shall devote substantially all of his working time during such period to such duties as Chairman of the Management Committee of the Employer and the DE LLC (which, by way of illustration and not of limitation, shall include periodic attendance at client meetings, attendance at fund board meetings and interviews and other public appearances representing the Company, all consistent with levels of activity prior to the date hereof), and shall, to the best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates; PROVIDED, HOWEVER, that the Employee may request at any time after the third anniversary of the Closing Date to continue his employment with the Employer as Chairman of the Management Committee on a semi-active basis (with a concurrent reduction in his level of activities as Chairman of the Management Committee of the DE LLC) and, upon the written agreement of the Manager Member in its sole discretion that it is appropriate for the Employee to proceed to the level of responsibility described in clause (C) of this Section 2, the Employee's duties and responsibilities shall be governed during the remainder of the Term of this Agreement (and thereafter while employed by the Employer) by clause (C) of this Section 2; and (C) From and after the end of the period described in clause (B) of this Section 2 and for the remainder of the Term of this Agreement (and thereafter while employed by the Employer), the Employee shall be employed by the Employer as the Chairman of its Management Committee (and shall hold the same officer position at the DE LLC but shall not be an employee of the DE LLC) on a semi-active basis, and shall devote at least a majority of his working time during such period to those duties (provided that no specific number of hours shall be required, so long as his time devoted to the business is appropriate in light of his duties) and shall, to the best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates. During the Term of this Employment Agreement (and thereafter while employed by the Employer), the Employee shall be permitted to serve as a member of the board of directors of charitable organizations and private or public companies only if, after notifying AMG of his intent to serve in any such capacity (which notification may be made by telephonic or other reasonable means, provided it is communicated to a member of the senior management of AMG), AMG has not, within five (5) business days after its receipt of such notification, made a Reasonable Objection to such service. A "Reasonable Objection" shall exist if (and only if) such board service (i) would, individually or in the aggregate with the Employee's existing duties in any other similar capacities, materially interfere with the performance of the Employee's duties and responsibilities to the Employer and its Affiliates as described in clauses (A), (B) or (C) above (as applicable), (ii) would conflict (or create the appearance of conflict) with the business of the Company in good faith and in accordance Employer, AMG or their respective Affiliates, or create the appearance of either full-time involvement with other endeavors or a lack of involvement with the highest standards business of compliance the Employer and its Affiliates, (iii) is for or on behalf of an entity that competes with all laws and regulations applicable in all jurisdictions in which the Company does business. business of the Employer, AMG or their respective Affiliates or (div) During would otherwise be materially harmful to the term of this AgreementEmployer, AMG or their respective Affiliates. The Employee shall not be engaged in any business activity which, agrees that the Employee will travel to whatever extent is reasonably necessary in the reasonable judgment conduct of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policiesEmployer's business, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be will otherwise work at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxxprincipal business offices of the Employer in Delaware, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx Wyoming and Arizona (subject to telecommuting on a reasonable basis and consistent with the “Place past practices of Employment”the Employer and its predecessors). The Company Manager Member and the Employer agree that the Employee shall not change Employee’s Place be an "Eligible Person" within the meaning of Employment to a location that the LLC Agreement and the DE LLC Agreement for so long as he is more than twentyemployed by the Employer in any of the capacities described in this Section 2 (including without limitation as the semi-five (25) miles from active Chairman of the Place of Employment without Employee’s consentManagement Committee).

Office and Duties. (a) Employee shall service Company as its President and Chief Executive Officer and shall have such authority and responsibilities as typically accorded a President and Chief Executive Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a President and Chief Executive Officer in similarly situated companies. Employee shall report directly to the Board of Directors of the Company. During the term of this Agreement, Employee shall serve also provide services to Company's subsidiaries, if any, without additional compensation, from time to time as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed determined by the Board of Directors of the Company (“Board”)Directors. (b) In his capacity as Executive Vice President, Commercial OperationsThroughout the term of this Agreement, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with devote his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts and skill to the performance of his duties hereunder, hereunder in a manner that which will faithfully and diligently further the business and interests interest of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance at all times comply with the highest standards policies and procedures adopted by the Company, including those relating to conflicts of compliance with all laws and regulations applicable in all jurisdictions in which interest, to the Company does businessextent they are not contradicted by the express terms of this Agreement. (dc) During the term of this Agreement, the Company shall provide Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, facilities and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) staff services reasonably sufficient to discharge his duties. During the term of this Agreement, Employee’s the Company's principal place of employment office where Employee is required to perform his duties shall be at within the Company’s facilities located at 000 Xxx Xxxxxxx XxxxxxxxxCity of Philadelphia, XxxxxxxxPennsylvania or within ten miles of that city, Xxxxxxxxxxxx 00000 unless Employee consents to another location (d) Employee represents to the Company that he is not subject or 0000 Xxxxxx Xxxa party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

Office and Duties. (a) Employee shall service Company as its Vice President and Chief Operating Officer and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President of the Company. During the term of this Agreement, Employee shall serve also provide services to Company's subsidiaries, if any, without additional compensation, from time to time as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of determined by the President or as otherwise directed by the Board of Directors of the Company (“Board”)Directors. (b) In his capacity as Executive Vice President, Commercial OperationsThroughout the term of this Agreement, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with devote his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts and skill to the performance of his duties hereunder, hereunder in a manner that which will faithfully and diligently further the business and interests interest of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance at all times comply with the highest standards policies and procedures adopted by the Company, including those relating to conflicts of compliance with all laws and regulations applicable in all jurisdictions in which interest, to the Company does businessextent they are not contradicted by the express terms of this Agreement. (dc) During the term of this Agreement, the Company shall provide Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, facilities and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) staff services reasonably sufficient to discharge his duties. During the term of this Agreement, Employee’s the Company's principal place of employment office where Employee is required to perform his duties shall be at within the Company’s facilities located at 000 Xxx Xxxxxxx XxxxxxxxxCity of Philadelphia, XxxxxxxxPennsylvania or within ten miles of that city, Xxxxxxxxxxxx 00000 unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or 0000 Xxxxxx Xxxa party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.