Common use of Position and Duties; Location Clause in Contracts

Position and Duties; Location. (i) Effective as of the Effective Date, the Executive Chairman shall be appointed to the Board of Directors of the Company (the “Board”) and elected executive chairman of the Board and, thereafter during the Term, the Company shall nominate and recommend the Executive Chairman for re-election to such positions. In his capacity as executive chairman of the Board, the Executive Chairman shall have the duties and responsibilities designated for such position in the by-laws of the Company (if any) and as specified by the Board from time to time, which shall initially include the responsibility to determine, jointly with the lead independent director of the Board and the Chief Executive Officer of the Company (the “Company CEO”), the times and agendas of meetings of the Board. Effective as of the third anniversary of the Effective Date or, if earlier, upon termination of the Executive Chairman’s employment with the Company for any reason, the Executive Chairman shall (1) be deemed to have resigned immediately from the Board and from all other positions the Executive Chairman then holds (whether as a director, employee or otherwise) with the Company or any of the Company’s subsidiaries or affiliates and (2) execute any reasonably requested documentation in respect of such resignations; provided, however, that, notwithstanding the foregoing, in the event that the third anniversary of the Effective Date occurs prior to expiration of the Executive Chairman’s then-current scheduled term as a member of the Board, the Executive Chairman shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) through the end of such term and, at such time, shall be deemed to have resigned immediately from such Board membership; provided further, however, that, except as provided herein, the Executive Chairman shall not be entitled to any compensation or benefits pursuant to this Agreement after the end of the Term and the Executive Chairman’s compensation for any period following the Term during which the Executive Chairman serves only as a director of the Board shall be limited to the compensation normally paid by the Company to its non-employee directors. Notwithstanding the foregoing, the Board reserves the right, in its sole discretion, to continue the Executive Chairman’s service as executive chairman of the Board or other capacity as may be mutually agreed upon by the Board and the Executive Chairman for periods following the third anniversary of the Effective Date. (ii) During the Term, the Executive Chairman shall also serve as an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. In such capacity, the Executive Chairman shall assist and advise the Company CEO and the Company’s other senior executives in connection with the integration of the Company and the Prior Employer and shall have such other duties and responsibilities as the Board may specify from time to time. Such duties and responsibilities shall initially include the Executive Chairman’s service as the Co-Chair, along with the Company CEO, of the Integration Steering Committee of the Company, which committee will be responsible for monitoring the status of integration of the Company and the Prior Employer and providing direction with respect thereto. Unless otherwise determined by the Board, no employees of the Company shall report to the Executive Chairman in his capacity as an employee (other than his executive assistant). (b) During the Term, the Executive Chairman shall devote the time and effort reasonably required to fulfill his duties and responsibilities hereunder. Notwithstanding any provision of this Agreement to the contrary, (i) the parties hereto intend that, as of the Closing, the Executive Chairman shall have a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) from the Prior Employer (and this Agreement shall be applied in such manner in all material respects), and (ii) the Executive Chairman shall not be required or expected to perform any services or devote the time necessary to perform any services that would be inconsistent with the Executive Chairman experiencing such a “separation from service” as of the Closing. It shall not be considered a violation of this Agreement for the Executive Chairman to manage his personal investments or, subject to the approval of the Board, to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of the Executive Chairman’s duties hereunder. (c) For a period beginning on the Effective Date and ending on the later of six months following the Effective Date and December 31, 2010, the Executive Chairman’s office location shall be at the Executive Chairman’s most recent office location with the Prior Employer in Towson, Maryland, except that the Executive Chairman shall travel as reasonably required in order to perform the Executive Chairman’s duties under this Agreement. Thereafter and for the remainder of the Term, the Company shall provide the Executive Chairman with reasonable furnished office space at a location and on other terms mutually acceptable to the Board and the Executive Chairman. In addition, during the Term, the Executive Chairman shall be entitled to choose, and the Company will offer employment on commercially reasonable terms (consistent with Company policies) to, the Executive Chairman’s executive assistant.

Position and Duties; Location. (ia) Effective as of During the Effective DateEmployment Period, the Executive Chairman shall be appointed employed as the Company’s President of Roivant Health. Executive shall report directly to the Board of Directors of the Company (the “Board”) and elected executive chairman of the Board and, thereafter during the Term, the Company shall nominate and recommend the Executive Chairman for re-election to such positions. In his capacity as executive chairman of the Board, the Executive Chairman shall have the duties and responsibilities designated for such position in the by-laws of the Company (if any) and as specified by the Board from time to time, which shall initially include the responsibility to determine, jointly with the lead independent director of the Board and the Chief Executive Officer of the Company (Company. Executive shall have such duties and responsibilities as are commensurate with Executive’s position, as may be assigned to Executive from time to time by the “Company CEO”), the times and agendas of meetings Chief Executive Officer of the BoardCompany. Effective as of It is understood and agreed that Executive’s duties may include providing services to or for the third anniversary of the Effective Date or, if earlier, upon termination of the Executive Chairman’s employment with the Company for any reason, the Executive Chairman shall (1) be deemed to have resigned immediately from the Board and from all other positions the Executive Chairman then holds (whether as a director, employee or otherwise) with the Company or any benefit of the Company’s subsidiaries affiliates, including, but not limited to, Roivant Sciences Ltd. (“Parent”); provided that Executive agrees that Executive will not provide any services from within the United States for Parent or affiliates any affiliate of Parent that is organized in a jurisdiction outside the United States. Executive will not become an employee of Parent, and (2) execute any reasonably requested documentation Executive’s activities in respect of such resignations; provided, however, that, notwithstanding the foregoing, in the event that the third anniversary of the Effective Date occurs prior services to expiration of the Executive Chairman’s then-current scheduled term as a member of the Board, the Executive Chairman Parent shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) through the end of such term and, at such time, shall be deemed to have resigned immediately from such Board membership; provided further, however, that, except as provided herein, the Executive Chairman strictly ministerial and shall not be entitled to involve conducting any compensation or benefits pursuant to this Agreement after of Parent’s business activities from within the end of the Term and the Executive Chairman’s compensation for any period following the Term during which the Executive Chairman serves only as a director of the Board shall be limited to the compensation normally paid by the Company to its nonUnited States, including day-employee directors. Notwithstanding the foregoing, the Board reserves the right, in its sole discretion, to continue the Executive Chairman’s service as executive chairman of the Board to-day management or other capacity as may be mutually agreed upon by the Board and the Executive Chairman for periods following the third anniversary operational activities of the Effective Date. (ii) During the Term, the Executive Chairman shall also serve as an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. In such capacity, the Executive Chairman shall assist and advise the Company CEO and the Company’s other senior executives in connection with the integration of the Company and the Prior Employer and shall have such other duties and responsibilities as the Board may specify from time to time. Such duties and responsibilities shall initially include the Executive Chairman’s service as the Co-Chair, along with the Company CEO, of the Integration Steering Committee of the Company, which committee will be responsible for monitoring the status of integration of the Company and the Prior Employer and providing direction with respect thereto. Unless otherwise determined by the Board, no employees of the Company shall report to the Executive Chairman in his capacity as an employee (other than his executive assistant)Parent. (b) Executive shall devote all of Executive’s professional time and attention and best efforts to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation, whether paid or unpaid, that would conflict with the performance of Executive’s services hereunder either directly or indirectly. During the TermEmployment Period, the Executive Chairman shall devote the time and effort reasonably required to fulfill his duties and responsibilities hereunder. Notwithstanding any provision of this Agreement to the contrary, (i) the parties hereto intend that, as of the Closing, the Executive Chairman shall have a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) from the Prior Employer (and this Agreement shall be applied in such manner in all material respects), and (ii) the Executive Chairman shall not be required or expected to perform any services or devote the time necessary to perform any services that would be inconsistent with the Executive Chairman experiencing such a “separation from service” as of the Closing. It shall not be considered a violation of this Agreement for the Executive Chairman to manage his personal investments or, subject to the approval of the Board, permitted to serve on corporate, industry, civic the board of directors of any entity or organization without the prior written consent of the General Counsel of the Company (or their designee); provided that Executive may serve on the board of directors of charitable boards or committees, organizations without such prior written consent so long as such activities do board service does not significantly conflict or interfere with the performance of the Executive ChairmanExecutive’s duties hereunder. Notwithstanding anything to the contrary herein, Executive shall not engage in any activities that constitute a conflict of interest with the interests of the Company or its direct or indirect subsidiaries and affiliates (together with Parent, collectively, the “Company Group”). (c) For a period beginning on During the Effective Date and ending on the later Employment Period, Executive’s principal place of six months following the Effective Date and December 31, 2010, the Executive Chairman’s office location employment shall be at the Company’s offices located in New York, New York; provided that Executive Chairmanacknowledges that Executive’s most recent office location with duties and responsibilities shall require Executive to periodically travel on business to the Prior Employer extent necessary to fully perform Executive’s duties and responsibilities hereunder. (d) Executive shall be subject to and shall abide by each of the Company Group’s personnel policies applicable to Executive, including but not limited to any code of conduct, any xxxxxxx xxxxxxx policy, any policy restricting pledging and hedging investments in Towsonequity securities of any member of the Company Group, Maryland, except any share ownership policy or commitment and any policy regarding the recoupment of compensation that the Executive Chairman Company Group may adopt from time to time or that may otherwise be required under any applicable law or applicable listing rules. This Section 2(d) shall travel as reasonably required in order to perform survive the Executive Chairman’s duties under this Agreement. Thereafter and for the remainder termination of the Term, the Company shall provide the Executive Chairman with reasonable furnished office space at a location and on other terms mutually acceptable to the Board and the Executive Chairman. In addition, during the Term, the Executive Chairman shall be entitled to choose, and the Company will offer employment on commercially reasonable terms (consistent with Company policies) to, the Executive Chairman’s executive assistantEmployment Period.

Position and Duties; Location. (a) (i) Effective as of the Effective Date, the Executive Chairman shall be appointed to the Board of Directors of the Company (the “Board”) and elected executive chairman of the Board and, thereafter during the Term, the Company shall nominate and recommend the Executive Chairman for re-election to such positions. In his capacity as executive chairman of the Board, the Executive Chairman shall have the duties and responsibilities designated for such position in the by-laws of the Company (if any) and as specified by the Board from time to time, which shall initially include the responsibility to determine, jointly with the lead independent director of the Board and the Chief Executive Officer of the Company (the “Company CEO”), the times and agendas of meetings of the Board. Effective as of the third anniversary of the Effective Date or, if earlier, upon termination of the Executive Chairman’s employment with the Company for any reason, the Executive Chairman shall (1) be deemed to have resigned immediately from the Board and from all other positions the Executive Chairman then holds (whether as a director, employee or otherwise) with the Company or any of the Company’s subsidiaries or affiliates and (2) execute any reasonably requested documentation in respect of such resignations; provided, however, that, notwithstanding the foregoing, in the event that the third anniversary of the Effective Date occurs prior to expiration of the Executive Chairman’s then-current scheduled term as a member of the Board, the Executive Chairman shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) through the end of such term and, at such time, shall be deemed to have resigned immediately from such Board membership; provided further, however, that, except as provided herein, the Executive Chairman shall not be entitled to any compensation or benefits pursuant to this Agreement after the end of the Term and the Executive Chairman’s compensation for any period following the Term during which the Executive Chairman serves only as a director of the Board shall be limited to the compensation normally paid by the Company to its non-employee directors. Notwithstanding the foregoing, the Board reserves the right, in its sole discretion, to continue the Executive Chairman’s service as executive chairman of the Board or other capacity as may be mutually agreed upon by the Board and the Executive Chairman for periods following the third anniversary of the Effective Date. (ii) During the Term, the Executive Chairman shall also serve as an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. In such capacity, the Executive Chairman shall assist and advise the Company CEO and the Company’s other senior executives in connection with the integration of the Company and the Prior Employer and shall have such other duties and responsibilities as the Board may specify from time to time. Such duties and responsibilities shall initially include the Executive Chairman’s service as the Co-Chair, along with the Company CEO, of the Integration Steering Committee of the Company, which committee will be responsible for monitoring the status of integration of the Company and the Prior Employer and providing direction with respect thereto. Unless otherwise determined by the Board, no employees of the Company shall report to the Executive Chairman in his capacity as an employee (other than his executive assistant). (b) During the Term, the Executive Chairman shall devote the time and effort reasonably required to fulfill his duties and responsibilities hereunder. Notwithstanding any provision of this Agreement to the contrary, (i) the parties hereto intend that, as of the Closing, the Executive Chairman shall have a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) from the Prior Employer (and this Agreement shall be applied in such manner in all material respects), and (ii) the Executive Chairman shall not be required or expected to perform any services or devote the time necessary to perform any services that would be inconsistent with the Executive Chairman experiencing such a “separation from service” as of the Closing. It shall not be considered a violation of this Agreement for the Executive Chairman to manage his personal investments or, subject to the approval of the Board, to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of the Executive Chairman’s duties hereunder. (c) For a period beginning on the Effective Date and ending on the later of six months following the Effective Date and December 31, 2010, the Executive Chairman’s office location shall be at the Executive Chairman’s most recent office location with the Prior Employer in Towson, Maryland, except that the Executive Chairman shall travel as reasonably required in order to perform the Executive Chairman’s duties under this Agreement. Thereafter and for the remainder of the Term, the Company shall provide the Executive Chairman with reasonable furnished office space at a location and on other terms mutually acceptable to the Board and the Executive Chairman. In addition, during the Term, the Executive Chairman shall be entitled to choose, and the Company will offer employment on commercially reasonable terms (consistent with Company policies) to, the Executive Chairman’s executive assistant.

Position and Duties; Location. (ia) Effective as of During the Effective DateInitial Period, the Executive shall serve as Chief Executive Officer and President of the Company. During the Second Period, the Executive shall serve as Chief Executive Officer of the Company and Chairman shall be appointed to of the Board of Directors of the Company (the “"Board”) "). The Executive shall serve in each such case as an employee of the Company and elected executive chairman with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. The Executive shall be a member of the Board andon the first day of the Employment Period, thereafter during and the Term, the Company Board shall nominate and recommend propose the Executive Chairman for re-election to such positions. In his capacity as executive chairman of the Board, the Executive Chairman shall have the duties and responsibilities designated for such position in the by-laws of the Company (if any) and as specified by the Board from time to time, which shall initially include throughout the responsibility to determine, jointly with the lead independent director of the Board and the Chief Executive Officer of the Company (the “Company CEO”), the times and agendas of meetings of the Board. Effective as of the third anniversary of the Effective Date or, if earlier, upon termination of the Executive Chairman’s employment with the Company for any reason, the Executive Chairman shall (1) be deemed to have resigned immediately from the Board and from all other positions the Executive Chairman then holds (whether as a director, employee or otherwise) with the Company or any of the Company’s subsidiaries or affiliates and (2) execute any reasonably requested documentation in respect of such resignations; provided, however, that, notwithstanding the foregoing, in the event that the third anniversary of the Effective Date occurs prior to expiration of the Executive Chairman’s then-current scheduled term as a member of the Board, the Executive Chairman shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) through the end of such term and, at such time, shall be deemed to have resigned immediately from such Board membership; provided further, however, that, except as provided herein, the Executive Chairman shall not be entitled to any compensation or benefits pursuant to this Agreement after the end of the Term and the Executive Chairman’s compensation for any period following the Term during which the Executive Chairman serves only as a director of the Board shall be limited to the compensation normally paid by the Company to its non-employee directors. Notwithstanding the foregoing, the Board reserves the right, in its sole discretion, to continue the Executive Chairman’s service as executive chairman of the Board or other capacity as may be mutually agreed upon by the Board and the Executive Chairman for periods following the third anniversary of the Effective Date. (ii) During the Term, the Executive Chairman shall also serve as an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. In such capacity, the Executive Chairman shall assist and advise the Company CEO and the Company’s other senior executives in connection with the integration of the Company and the Prior Employer and shall have such other duties and responsibilities as the Board may specify from time to time. Such duties and responsibilities shall initially include the Executive Chairman’s service as the Co-Chair, along with the Company CEO, of the Integration Steering Committee of the Company, which committee will be responsible for monitoring the status of integration of the Company and the Prior Employer and providing direction with respect thereto. Unless otherwise determined by the Board, no employees of the Company shall report to the Executive Chairman in his capacity as an employee (other than his executive assistant)Employment Period. (b) During the TermEmployment Period as is customary, the Executive Chairman shall devote the time and effort reasonably required to fulfill his duties and responsibilities hereunder. Notwithstanding any provision of this Agreement report to the contraryBoard. (c) During the Employment Period, (i) and excluding any periods of vacation and sick leave to which the parties hereto intend that, as of the ClosingExecutive is entitled, the Executive Chairman shall have a “separation from service” (within devote reasonable attention and time during normal business hours to the meaning of Section 409A business and affairs of the Internal Revenue Code of 1986Company and, as amended (to the “Code”), and extent necessary to discharge the regulations thereunder) from the Prior Employer (and this Agreement shall be applied in such manner in all material respects), and (ii) responsibilities assigned to the Executive Chairman shall not be required or expected under this Agreement, use the Executive's reasonable best efforts to perform any services or devote the time necessary to perform any services that would be inconsistent with the Executive Chairman experiencing carry out such a “separation from service” as of the Closingresponsibilities faithfully and efficiently. It shall not be considered a violation of this Agreement the foregoing for the Executive Chairman to manage his personal investments or, subject to the approval of the Board, to serve on corporatecorporation, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of the Executive Chairman’s duties hereunderExecutive's responsibilities as an employee of the Company in accordance with this Agreement. (cd) For a During the period beginning on the Effective Date first day of the Employment Period and ending on as soon as practicable thereafter but in no event later than the later date of six months following the Effective Date first subsequent annual meeting of the shareholders of the Company (the "Transition Period"), the Executive's service shall be performed at the Company's headquarters in Minneapolis, Minnesota and December 31at NCE's headquarters in Denver, 2010Colorado. After the end of the Transition Period, the Executive Chairman’s office location shall be spend the majority of his time and perform the majority of his duties at the Executive Chairman’s most recent office location with Company's headquarters in Minneapolis, Minnesota. No later than the Prior Employer in Towsonend of the Transition Period, Maryland, except that the Executive Chairman shall travel as reasonably required in order relocate the residence at which he spends the majority of his time to perform the Twin Cities area. The Company shall reimburse the Executive Chairman’s duties under this Agreement. Thereafter for all of his moving expenses incurred in such relocation, and for during the remainder period from the first day of the TermEmployment Period through the earlier of the end of the Transition Period and the date of such relocation, the Company shall provide the Executive Chairman with an apartment in Minneapolis and reimburse him for reasonable furnished office space at a location expenses of meals while in Minneapolis and on other terms mutually acceptable to the Board travel between Minneapolis and his principal residence, provided in each case that the Executive Chairman. In additioncomplies with the policies, during the Term, the Executive Chairman shall be entitled to choose, practices and procedures of the Company will offer employment on commercially reasonable terms (consistent with Company policies) tofor submission of expense reports, the Executive Chairman’s executive assistantreceipts, or similar documentation of such expenses.

Position and Duties; Location. (ia) Effective as of During the Effective DateEmployment Period, the Executive Chairman shall be appointed employed as the Company’s Chief Financial Officer. Executive shall report directly to the Board of Directors of the Company (the “Board”) and elected executive chairman of the Board and, thereafter during the Term, the Company shall nominate and recommend the Executive Chairman for re-election to such positions. In his capacity as executive chairman of the Board, the Executive Chairman shall have the duties and responsibilities designated for such position in the by-laws of the Company (if any) and as specified by the Board from time to time, which shall initially include the responsibility to determine, jointly with the lead independent director of the Board and the Chief Executive Officer of the Company (Company. Executive shall have such duties and responsibilities as are commensurate with Executive’s position, as may be assigned to Executive from time to time by the “Company CEO”), the times and agendas of meetings Chief Executive Officer of the BoardCompany. Effective as of It is understood and agreed that Executive’s duties may include providing services to or for the third anniversary of the Effective Date or, if earlier, upon termination of the Executive Chairman’s employment with the Company for any reason, the Executive Chairman shall (1) be deemed to have resigned immediately from the Board and from all other positions the Executive Chairman then holds (whether as a director, employee or otherwise) with the Company or any benefit of the Company’s subsidiaries affiliates, including, but not limited to, Roivant Sciences Ltd. (“Parent”); provided that Executive agrees that Executive will not provide any services from within the United States for Parent or affiliates any affiliate of Parent that is organized in a jurisdiction outside the United States. Executive will not become an employee of Parent, and (2) execute any reasonably requested documentation Executive’s activities in respect of such resignations; provided, however, that, notwithstanding the foregoing, in the event that the third anniversary of the Effective Date occurs prior services to expiration of the Executive Chairman’s then-current scheduled term as a member of the Board, the Executive Chairman Parent shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) through the end of such term and, at such time, shall be deemed to have resigned immediately from such Board membership; provided further, however, that, except as provided herein, the Executive Chairman strictly ministerial and shall not be entitled to involve conducting any compensation or benefits pursuant to this Agreement after of Parent’s business activities from within the end of the Term and the Executive Chairman’s compensation for any period following the Term during which the Executive Chairman serves only as a director of the Board shall be limited to the compensation normally paid by the Company to its nonUnited States, including day-employee directors. Notwithstanding the foregoing, the Board reserves the right, in its sole discretion, to continue the Executive Chairman’s service as executive chairman of the Board to-day management or other capacity as may be mutually agreed upon by the Board and the Executive Chairman for periods following the third anniversary operational activities of the Effective Date. (ii) During the Term, the Executive Chairman shall also serve as an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. In such capacity, the Executive Chairman shall assist and advise the Company CEO and the Company’s other senior executives in connection with the integration of the Company and the Prior Employer and shall have such other duties and responsibilities as the Board may specify from time to time. Such duties and responsibilities shall initially include the Executive Chairman’s service as the Co-Chair, along with the Company CEO, of the Integration Steering Committee of the Company, which committee will be responsible for monitoring the status of integration of the Company and the Prior Employer and providing direction with respect thereto. Unless otherwise determined by the Board, no employees of the Company shall report to the Executive Chairman in his capacity as an employee (other than his executive assistant)Parent. (b) Executive shall devote all of Executive’s professional time and attention and best efforts to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation, whether paid or unpaid, that would conflict with the performance of Executive’s services hereunder either directly or indirectly. During the TermEmployment Period, the Executive Chairman shall devote the time and effort reasonably required to fulfill his duties and responsibilities hereunder. Notwithstanding any provision of this Agreement to the contrary, (i) the parties hereto intend that, as of the Closing, the Executive Chairman shall have a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) from the Prior Employer (and this Agreement shall be applied in such manner in all material respects), and (ii) the Executive Chairman shall not be required or expected to perform any services or devote the time necessary to perform any services that would be inconsistent with the Executive Chairman experiencing such a “separation from service” as of the Closing. It shall not be considered a violation of this Agreement for the Executive Chairman to manage his personal investments or, subject to the approval of the Board, permitted to serve on corporate, industry, civic the board of directors of any entity or organization without the prior written consent of the General Counsel of the Company (or their designee); provided that Executive may serve on the board of directors of charitable boards or committees, organizations without such prior written consent so long as such activities do board service does not significantly conflict or interfere with the performance of the Executive ChairmanExecutive’s duties hereunder. Notwithstanding anything to the contrary herein, Executive shall not engage in any activities that constitute a conflict of interest with the interests of the Company or its direct or indirect subsidiaries and affiliates (together with Parent, collectively, the “Company Group”). (c) For a period beginning on During the Effective Date and ending on the later Employment Period, Executive’s principal place of six months following the Effective Date and December 31, 2010, the Executive Chairman’s office location employment shall be at the Company’s offices located in New York, New York; provided that Executive Chairmanacknowledges that Executive’s most recent office location duties and responsibilities shall require Executive to periodically travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder (with any reasonable expenses incurred in connection with such travel subject to reimbursement in accordance with Section 3(f)). (d) Executive shall be subject to and shall abide by each of the Prior Employer Company Group’s personnel policies applicable to Executive, including but not limited to any code of conduct, any xxxxxxx xxxxxxx policy, any policy restricting pledging and hedging investments in Towsonequity securities of any member of the Company Group, Maryland, except any share ownership policy or commitment and any policy regarding the recoupment of compensation that the Executive Chairman Company Group may adopt from time to time or that may otherwise be required under any applicable law or applicable listing rules. This Section 2(d) shall travel as reasonably required in order to perform survive the Executive Chairman’s duties under this Agreement. Thereafter and for the remainder termination of the Term, the Company shall provide the Executive Chairman with reasonable furnished office space at a location and on other terms mutually acceptable to the Board and the Executive Chairman. In addition, during the Term, the Executive Chairman shall be entitled to choose, and the Company will offer employment on commercially reasonable terms (consistent with Company policies) to, the Executive Chairman’s executive assistantEmployment Period.

Position and Duties; Location. (ia) Effective as of During the Effective DateTerm, the Executive Chairman shall serve as the President and Chief Executive Officer of the Company with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities commensurate therewith as may from time to time be appointed assigned to him by the Board of Directors of the Company (the “Board”) and elected executive chairman of the Board and, thereafter during the Term, the Company shall nominate and recommend the Executive Chairman for re-election to such positions. In his capacity as executive chairman of the Board, the Executive Chairman shall have the duties and responsibilities designated for such position in the by-laws of the Company (if any) and as specified by the Board from time to time), which shall initially include (i) the responsibility to determine, jointly with the lead independent director of the Board and the Chief Executive Officer executive chairman of the Company (the “Company CEO”)Board, the times and agendas of meetings of the Board. Effective as of the third anniversary of the Effective Date or, if earlier, upon termination of the Executive Chairman’s employment with the Company for any reason, the Executive Chairman shall (1) be deemed to have resigned immediately from the Board and from all other positions the Executive Chairman then holds (whether as a director, employee or otherwise) with the Company or any of the Company’s subsidiaries or affiliates and (2) execute any reasonably requested documentation in respect of such resignations; provided, however, that, notwithstanding the foregoing, in the event that the third anniversary of the Effective Date occurs prior to expiration of the Executive Chairman’s then-current scheduled term as a member of the Board, the Executive Chairman shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) through the end of such term and, at such time, shall be deemed to have resigned immediately from such Board membership; provided further, however, that, except as provided herein, the Executive Chairman shall not be entitled to any compensation or benefits pursuant to this Agreement after the end of the Term and the Executive Chairman’s compensation for any period following the Term during which the Executive Chairman serves only as a director of the Board shall be limited to the compensation normally paid by the Company to its non-employee directors. Notwithstanding the foregoing, the Board reserves the right, in its sole discretion, to continue the Executive Chairman’s service as executive chairman of the Board or other capacity as may be mutually agreed upon by the Board and the Executive Chairman for periods following the third anniversary of the Effective Date. (ii) During the Term, the Executive Chairman shall also serve as an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. In such capacity, the Executive Chairman shall assist and advise the Company CEO and the Company’s other senior executives in connection with the integration of the Company and the Prior Employer and shall have such other duties and responsibilities as the Board may specify from time to time. Such duties and responsibilities shall initially include the Executive Chairman’s service as the Co-Chair, along with the Company CEOexecutive chairman of the Board, of the Integration Steering Committee of the Company, which committee will be responsible for monitoring the status of integration of the Company and the Prior Employer Black & Dxxxxx and providing direction with respect thereto. Unless otherwise determined by The Executive shall report solely to the Board. At the Company’s request, no employees upon termination of the Executive’s employment with the Company shall report to for any reason, the Executive Chairman in his capacity shall (1) promptly resign from the Board and from all other positions the Executive then holds as an employee officer or member of the board of directors of any of the Company’s subsidiaries or affiliates and (other than his executive assistant)2) execute any and all documentation of such resignations. (b) During the Term, the Executive Chairman shall devote the his full business time and effort reasonably required to fulfill the performance of his duties and responsibilities hereunder. Notwithstanding any provision of this Agreement to the contrary, (i) the parties hereto intend that, as of the Closing, the Executive Chairman shall have a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) from the Prior Employer (and this Agreement shall be applied in such manner in all material respects), and (ii) the Executive Chairman shall not be required or expected to perform any services or devote the time necessary to perform any services that would be inconsistent with the Executive Chairman experiencing such a “separation from service” as of the Closing. It shall not be considered a violation of this Agreement the foregoing for the Executive Chairman to manage his personal investments or, subject to the approval of the Board, to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of the Executive ChairmanExecutive’s duties hereunder. (c) For a period beginning on the Effective Date and ending on the later of six months following the Effective Date and December 31, 2010, the Executive Chairman’s office location shall be at the Executive Chairman’s most recent office location with the Prior Employer in Towson, Maryland, except that the Executive Chairman shall travel as reasonably required in order to perform the Executive Chairman’s duties under this Agreement. Thereafter and for the remainder of the Term, the Company shall provide the Executive Chairman with reasonable furnished office space at a location and on other terms mutually acceptable to the Board and the Executive Chairman. In addition, during During the Term, the Executive Chairman shall be entitled to choosebased at the Company’s principal headquarters in New Britain, and Connecticut, except for travel reasonably required for the Company will offer employment on commercially reasonable terms (consistent with Company policies) to, performance of the Executive ChairmanExecutive’s executive assistantduties hereunder.