Common use of Position and Duties Clause in Contracts

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as exercised and assigned to the case may be, shall be commensurate with those in effect Executive at any time during the 90-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Company. (b)

Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date Date, any office or any location less than 20 35 miles from such location, although or any other location to which the Company's Headquarters Office, Corporate Department Office, Division Office where the Executive understands and agrees was employed immediately preceding the Effective Date is relocated. Notwithstanding clause (A) of the preceding sentence, the Executive's position need not comply with the requirements of clause (A) provided that he may be required both of the conditions set forth in the proviso to travel from time to time for business purposesclause (i) of Section 5(c) are satisfied. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Company. (b)

Position and Duties. During the Employment Period, the Executive's status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with a material diminution of the Executive's status, offices, titles, titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies affiliated companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies affiliated companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesaffiliated companies. 5.

Position and Duties. During Executive shall continue to serve as Chief Financial Officer until the Employment Period, the Executive's status, offices, titles, and reporting requirements with date on which the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned hires a new Chief Financial Officer to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposessucceed him. During the Employment Period, Executive shall serve as Vice-Chairman of the Company, and excluding any periods shall report solely and directly to the Chief Executive Officer of vacation Holdings. Executive shall have those powers and sick leave duties normally associated with the position of Vice-Chairman of entities comparable to which the Company and such other powers and duties as may be prescribed by the Chief Executive is entitledOfficer; provided, that such other powers and duties are consistent with Executive’s position as Vice-Chairman. Executive shall be provided with all the support as shall be appropriate to perform such duties of Vice-Chairman, including, but not limited to: office space, stenographic and secretarial assistance and use of the Company-provided airplane, all as otherwise provided in Section 5 of this Agreement. The Executive agrees to shall devote substantially all as much of his time working time, attention and attention energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the business and affairs Company. In particular, but not in limitation of the Company foregoing, following the date on which Executive shall commence to act as Vice-Chairman of the Company, it is the expectation of the parties that Executive shall work no less than 40 hours per month, on average. Notwithstanding the above, Executive shall be permitted to (i) manage Executive’s personal, financial and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to legal affairs, (ii) serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements committees or teach at educational institutions on the Board of Directors of Live Nation Inc. and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is committees (it being expressly understood and agreed that Executive’s continuing to the extent that serve on any such activities have been conducted by the boards and/or committees on which Executive prior to the Effective Dateis serving, the reinstatement or continued conduct with which Executive is otherwise associated, as of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains Vice-Chairman of the Executive's responsibilities to Company, Executive shall also serve as a member of the Company and its Affiliated CompaniesBoard of the Company.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies affiliated companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies affiliated companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesaffiliated companies.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies affiliated companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies affiliated companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.affiliated companies. 2. The Agreement is hereby amended by restating Section 6(c) as follows: (c)

Position and Duties. During UniCapital and the Employment PeriodCompany hereby employ Employee as the President and Chief Executive Officer of each of the Company and the "Big Ticket Leasing Division" of UniCapital. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of the President and Chief Executive Officer of the Company and the Big Ticket Leasing Division and will report directly to the Chief Executive Officer and the Board of Directors (the "Board") of UniCapital. For purposes of this Agreement only (and specifically not for any purpose under the Purchase Agreement, including Section 2.5 of the Purchase Agreement), the Executive's statusterm "Big Ticket Leasing Division" means the subsidiaries or other business units of UniCapital that conduct the business of leasing and financing of airplanes, officesboats, titlessatellites, railroads, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided other assets that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel defined from time to time by the Board as appropriate for business purposesinclusion in its Big Ticket Leasing Division. During Employee hereby accepts this employment upon the Employment Period, terms and excluding any periods of vacation conditions herein contained and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time professional time, attention, and attention during normal business hours efforts to promote and further the business and affairs of the Company and its Affiliated Companies and the Big Ticket Leasing Division, provided, however, that Employee shall be permitted to use devote any time necessary to the activities identified on Exhibit A hereto. The Employee shall be permitted, to the extent that such activities do not interfere with or detract from the Employee's performance of his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned hereunder, to him hereunder. During (i) manage the Employment Period it shall not be a violation of this Agreement for the Executive to Employee's personal, financial and legal affairs, and (ii) serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements committees unless the Board or teach at educational institutions and devote reasonable amounts Chief Executive Officer of time UniCapital reasonably determines that such service in any instance would be inimical to or otherwise not in the management best interests of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the Companies. In furtherance of the performance of the Executive's responsibilities as an employee his duties hereunder, but not in limitation of the Company or its Affiliated Companies in accordance Employee's reasonability to perform such duties, the Employee shall be provided with this Agreementreasonable administrative and technical support consistent with his position and with the Companies' ordinary practices for the assignment of personnel. It is expressly understood Employee shall faithfully adhere to, execute, and agreed that to the extent that any such activities have been conducted fulfill all policies established by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. During The Employee shall initially serve as the Employment Period, the Executive's status, offices, titles, and reporting requirements with CEO Elect to the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect and Scholar Rock Holding Corporation (“SR Holding”) during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding between the Effective Date or any location less than 20 miles from such locationand October 20, although 2022 (the Executive understands “CEO Start Date”), during which time he shall report to the Board of Directors of SR Holding (the “Board”) and agrees that he provide advisory services as may be required to travel requested by the Board and the current President & Chief Executive Officer, including transition and onboarding activities. Effective as of the CEO Start Date and for the remainder of the Term, the Employee shall serve as the President & Chief Executive Officer (the “CEO”) of the Company and SR Holding and shall have such duties and authorities as may from time to time for business purposesbe prescribed by the Board. During For the Employment Periodavoidance of doubt, and excluding any periods of vacation and sick leave to which after the Executive is entitledCEO Start Date, the Executive Employee shall be at all times during the Term the highest executive officer of the Company. In addition, SR Holding shall cause the Employee to be nominated for election to the Board and to be recommended to the stockholders for election to the Board as long as the Employee remains the CEO; provided that the Employee agrees the Employee shall be deemed to have resigned from the Board and from any related position upon ceasing to serve as CEO for any reason and shall promptly execute any documentation requested by the Company to confirm such resignations. The Employee shall devote substantially all of his the Employee’s full working time and attention during normal business hours efforts to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently Company. Notwithstanding the duties and responsibilities assigned to him hereunder. During foregoing, the Employment Period it shall not be a violation of this Agreement for the Executive to Employee may serve on corporateother boards of directors, civic in each instance with the approval of the Board, or engage in religious, charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so other community activities as long as such services and activities do not significantly interfere with the Employee’s performance of the Executive's responsibilities as an employee of Employee’s duties to the Company or its Affiliated Companies as provided in accordance with this Agreement. It The Company acknowledges that Employee is expressly understood currently serving as a board member of the companies set forth on the attached Exhibit A and agreed that it will recommend to the extent Board that any he be permitted continue to serve in such activities have been conducted by roles during the Executive prior to the Effective Date, the reinstatement Term as long as such services do not create a conflict of interest or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to otherwise interfere with the Employee’s performance of the Executive's responsibilities his duties to the Company and its Affiliated Companiesas provided in this Agreement.

Position and Duties. During the Employment Period, the Executive's statusExecutive shall serve as President and Chief Executive Officer of each of AFG and AAC. In such capacities, offices, titles, the Executive shall report directly to the Board of Directors of AFG and reporting requirements with the Company or its Affiliated Companies or bothAAC, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesapplicable. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledshall have the duties, responsibilities and authority as shall be consistent with the Executive’s positions and such other duties, responsibilities and authority consistent with the Executive’s positions as may be assigned to the Executive agrees to by the relevant Board of Directors. The Executive shall devote substantially all of his time the Executive’s business efforts to the performance of the Executive’s duties hereunder and attention during normal business hours to the advancement of the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it Company, provided that in no event shall not be a violation of this Agreement for sentence prohibit the Executive to serve on corporate, civic from creating and managing his personal and family investments or participating in charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairsactivities, so long as such personal or family investments and charitable activities do not significantly interfere with the performance Executive’s duties under this Agreement and comply with the Company’s Code of the Executive's responsibilities as an employee Business Conduct and other policies of the Company or its Affiliated Companies as in accordance with this Agreementeffect from time to time. It is expressly understood AFG and agreed AAC shall each take such actions as may be required so that to the extent that any such activities have been conducted by the Executive prior to becomes a member of the Board of Directors of such company (a) in the case of AFG, as soon as practicable following the creation of a vacancy on the Board and (b) in the case of AAC, as of the Effective Date. Until such time as the Executive becomes a member of the Board of Directors of AFG and AAC, he shall has the right to be an observer of each such Board of Directors, which shall include, without limitation, the reinstatement or continued conduct following rights: (i) to receive all notices, consents and other information and communications sent generally to members of such activities Boards of Directors at the same time and manner as received by such members and (ii) to attend all meetings of such Boards of Directors. The Executive may serve on the board of directors of other companies with the prior approval of the AFG Board of Directors or the reinstatement Governance and Nominating Committee thereof; provided that the Executive agrees to resign such service in the event the AFG Board of Directors or conduct of activities similar in nature the Governance and scope thereto) subsequent Nominating Committee thereof reasonably determines such service materially interferes with the Executive’s duties to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, Executive shall serve as President and Chief Financial Officer of the Executive's status, offices, titlesCompany, and reporting requirements shall report solely and directly to the Company’s Chief Executive Officer, Chairman and the Board of Directors of the Company (the “Board”). Executive shall have those powers and duties normally associated with the position of President and Chief Financial Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executive’s position as President and Chief Financial Officer of the Company. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or its Affiliated Companies or bothvacation) to satisfactorily perform his duties for the Company. Notwithstanding the above, as the case may be, Executive shall be commensurate permitted, to the extent such activities do not substantially interfere with those in effect during the 90-day period immediately preceding the Effective Date. The performance by Executive of his duties and responsibilities assigned hereunder to (i) manage Executive’s personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executive’s continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date shall be deemed not to interfere with the performance by Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the of his duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, under this Agreement) and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date (iii) deliver lectures or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesfulfill speaking engagements. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs shall also serve as a director of the Company and its Affiliated Companies and Company. If L. Xxxxx Mxxx ceases to use his reasonable best efforts to perform faithfully and efficiently serve as Chairman of the duties and responsibilities assigned to him hereunder. During Board at any time during the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management by reason of his and his family's personal investments and affairsdeath or incapacity, so long as such activities do not significantly interfere with it is the performance intention of the Executive's responsibilities Board, that either Mxxx Xxxx or Rxxxxxx Xxxx shall be appointed as an employee the Chairman of the Company or Board, subject only to its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities fiduciary duties to the Company and its Affiliated Companiesstockholders and applicable law, the Board shall take all action necessary to carry out such intention.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his her time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his her and his her family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with Company shall employ Executive as President; provided that if the Company or its Affiliated Companies or both, executive serving as Chief Executive Officer on the Start Date ceases to serve as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Chief Executive may be increased, decreased or otherwise changed Officer at any time during the Employment Period, provided the Company shall employ Executive as Chief Executive Officer; provided, further, that Executive may have such other titles in addition to or in lieu thereof as the duties Company and responsibilities assigned Executive may mutually agree. When employed as President, Executive shall report to the Chief Executive at any given time are not materially inconsistent with Officer of the Executive's status, offices, titlesCompany, and reporting requirements when employed as in effect during Chief Executive Officer, Executive shall report to the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesBoard of Directors. During the Employment Period, Executive shall perform faithfully and excluding any periods loyally and to the best of vacation his abilities the duties assigned to him hereunder. Executive’s duties shall be such duties as are assigned to him by the Board of Directors (and sick leave to which the Chief Executive Officer during the period Executive is entitledemployed as President), consistent with the powers and duties provided for the President or Chief Executive agrees to Officer, as applicable, in the Company’s By-Laws. Executive shall perform his duties at the Company’s offices in Morgan Hill, California. During the Employment Period, Executive shall devote substantially all of his time full business time, attention and attention during normal business hours effort to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the subsidiaries; provided, however, that Executive to serve on corporatemay engage in charitable, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time community activities to the management of his and his family's personal investments and affairs, so long as extent that such activities do not significantly materially interfere with his duties hereunder, and Executive may serve as a director of any other corporation or other entity only with the performance consent of the Executive's responsibilities Board of Directors and on the condition that Executive does not devote a material amount of time to such service or participate in the management or operation of such entity; provided, further, that Executive may continue to serve on the boards of directors of Salem Communication and Intuitive Surgical through the 2004 annual meetings of such companies, and thereafter may serve as an employee a director of such companies only with the consent of the Company or its Affiliated Companies in accordance Board of Directors of the Company. Executive agrees to comply with the provisions of the Company’s employee handbook, as it may be revised from time to time during the Employment Period; provided, however, that if there is a conflict between the terms of the handbook and this Agreement, this Agreement will control. It If any provision of the handbook is expressly understood and agreed that held to the extent that any be invalid, illegal or unenforceable, such activities have been conducted by the Executive prior to the Effective Dateinvalidity, the reinstatement illegality or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date unenforceability shall not thereafter be deemed to interfere with affect the performance validity, legality or enforceability of the Executive's responsibilities to the Company and its Affiliated Companiesthis Agreement.

Position and Duties. During Executive will serve as the Employment PeriodChief Financial Officer of the Company, the Executive's status, offices, titles, or in such other capacity mutually agreed to between Executive and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Dateby written amendment of this Agreement. The Executive’s duties and responsibilities assigned authorities will consist of all duties and authority customarily performed and held by persons holding equivalent positions in companies similar in nature and size to the Company. Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned will report to the Chief Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective DateOfficer (CEO). The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees hereby acknowledges that he may be required to travel from time to time for business purposes. During the Employment Period, has a fiduciary responsibility and excluding any periods duty of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours loyalty to the Company and its Affiliates (defined below) hereunder. For so long as Executive remains employed, Executive shall, on a full-time basis, devote his best efforts and his entire business time, energy, attention, knowledge and affairs skill solely and exclusively to advance the interests, products and goodwill of the Company and its Affiliated Companies Affiliates. Executive shall diligently, competently and to use his reasonable best efforts to faithfully perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During by the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of Company from time to time. The duties and services to be performed by Executive hereunder shall be substantially rendered remotely from his home, except for travel on the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with Company’s business incident to the performance of Executive’s duties and travel to High Wire’s offices in Batavia, IL, “Headquarters”. will be required from time to time. Executive is expected to report to the Company’s Headquarters an average of once per month, as needed, and more frequently if required. Executive shall be entitled to reimbursement for reasonable travel-related costs incurred by Executive related to Executive's responsibilities as an employee of ’s in-person reporting to the Company or its Affiliated Companies Company’s Headquarters in accordance with this AgreementSection 3(g) below. It is expressly understood and agreed that Executive shall not, without the written consent of the Board: (i) render service to others for compensation, or (ii) serve on any board or governing body of another entity. Notwithstanding anything to the extent that any such activities have been conducted by the Executive prior to the Effective Datecontrary herein, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesthe Board specifically acknowledge and consent to Executive maintaining Executive’s board or advisor positions with [***] and [***]. If an approved outside activity subsequently creates a conflict with the Company’s business or prospective business, Executive agrees to cease engaging in such activity at such time upon written notice of such conflict from the Company. Executive will observe and adhere to all applicable written Company policies and procedures adopted from time to time, such as they now exist or hereafter are supplemented, amended, modified or restated.

Position and Duties. During The Executive shall serve as the Employment Period, the Executive's status, offices, titles, and reporting requirements with Chief Executive Officer of the Company or (including its Affiliated Companies or bothsubsidiary The One Group LLC) and, as in such capacity shall be responsible for the case may begeneral management of the business, affairs and operations of the Company, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The perform such duties as are customarily performed by a chief executive officer of a company of a similar size and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties shall have such power and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements authority as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may reasonably be required to travel from time enable him to time for business purposesperform his duties hereunder; provided, however, that in exercising such power and authority and performing such duties, he shall at all times be subject to the authority, control and direction of the Board of Directors of the Company (the “Board”). During The Executive shall at all times be the Employment Periodmost senior executive of the Company. The Company shall take all necessary and appropriate action to appoint Executive as a member of the Board, and excluding any periods of vacation the Company shall nominate and sick leave to which recommend the Executive is entitled, for re-election as a director at each election of directors that occurs during the Term of Employment (as defined below). The Executive agrees shall report to the Board and shall devote substantially all of his full business time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use subsidiaries. The Executive shall perform his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned in a diligent, trustworthy, businesslike and efficient manner. The Executive shall not engage in any other business activities that could reasonably be expected to him conflict with the Executive’s duties, responsibilities and obligations hereunder. During ; provided, however, that nothing in this Agreement shall preclude the Employment Period it Executive from devoting reasonable periods of time required for: serving as a director or member of a committee of any organization or corporation involving no conflict of interest with the interests of the Company and with the written consent of the disinterested members of the Board, which consent shall not be a violation of this Agreement for the Executive to serve on corporate, civic unreasonably withheld or charitable boards or committees, deliver delayed; delivering lectures, fulfill fulfilling speaking engagements engagements, and any writing or teach at educational institutions publication relating to his area of expertise; engaging in professional organization, program activities, not-for-profit and devote reasonable amounts of time to the management of civic and charitable activities; and managing his and his family's personal investments, including without limitation certain current investments and affairs, so long in hospitality transactions as described on Schedule A attached hereto (“Permitted Investments”); provided that such activities do not significantly materially interfere with the due performance of the Executive's his duties and responsibilities under this Agreement as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted determined by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar Board in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesgood faith.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, Executive shall serve as the case may be, President and Chief Executive Officer of NFP and shall perform duties and be assigned responsibilities by the NFP Board or by the Chairman of NFP (the "CHAIRMAN") which are commensurate with those in effect during the 90-day period immediately preceding the Effective Datesuch office. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during During the Employment Period, provided that the duties and responsibilities assigned Executive shall report to the Executive at any given time are not materially inconsistent with Chairman and to the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesNFP Board. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, ; the Executive agrees to shall devote substantially all of his her attention and time and attention during normal business hours to the business and affairs of NFP and use the Company and its Affiliated Companies and to use his Executive's reasonable best efforts to perform carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently efficiently. The Executive shall 710791.02-New York Server 7A Draft December 17, 2002 - 5:16 pm not, during the Employment Period, engage in any other business activities that will interfere with the Executive's employment pursuant to this Agreement. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of charitable or educational organizations and/or, with the approval of the NFP Board as to each position, which approval shall not be unreasonably withheld, on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations, (ii) engaging in charitable activities and community affairs, and (iii) managing her personal and family investments and affairs, provided that all of the foregoing activities taken as a whole do not interfere or conflict with the proper performance of her duties and responsibilities assigned as NFP's President and Chief Executive Officer. NFP hereby consents to him hereunderthe Executive continuing to serve on the boards of those organizations listed on Exhibit A hereto. During the Employment Period it Period, the Executive's services shall not be a violation of performed primarily at NFP's office located in the New York metropolitan area, subject to travel requirements in connection with the Executive's duties under this Agreement for Agreement. In addition, as soon as practicable subsequent to the Commencement Date, the Executive shall be elected as a member of the NFP Board. It is the present intention of the parties that the Executive serve as a member of such Board throughout the Employment Period. The Executive shall be entitled to serve on corporateNFP's nominating committee, civic or charitable boards or committeesif any, deliver lecturesand, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time until an IPO (as defined in Section 5(k)(i) hereof), shall have the right to the management of his and his family's personal investments and affairsrecommend directors reasonably acceptable to Apollo Investment Fund IV, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities L.P. (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies"APOLLO").

Position and Duties. During The Executive shall serve as Chairman of the Employment Period, the Executive's status, offices, titles, Board and reporting requirements with Chief Executive Officer and as a director of the Company or its Affiliated Companies or both, as the case may be, and shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned report directly to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesBoard. During the Employment Period, and excluding any periods subject to the supervisory powers of vacation and sick leave to which the Board, the Executive is entitledshall have those powers and duties consistent with his position as Chairman of the Board and Chief Executive Officer, which powers shall in all cases include, without limitation, the power of supervision and control over and responsibility for the general management and operation of the Company. The Executive agrees to devote substantially all his working time, attention and energies to the performance of his time duties for the Company. It shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) give speeches and attention during normal business hours make media appearances to discuss matters of public interest and (iii) manage his personal investments, so long as such activities do not unreasonably interfere with the business and affairs performance of the Executive's responsibilities as an officer of the Company in accordance with this Agreement. It is understood that the Executive has made a commitment to appear in various cities in the United States in connection with a book entitled Mean Business, of which he is a co-author, and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time make such appearances (the expenses relating to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of appearances to be borne by the Executive's responsibilities ). The Company shall nominate the Executive as an employee a director of the Company or and shall use its Affiliated Companies in accordance with this Agreement. It is expressly understood best efforts to have the Executive elected and agreed that reelected to the extent that any such activities have been conducted Board for the duration of the Employment Period. The Company shall also use its best efforts to cause three individuals, designated by the Executive prior to be elected and reelected as directors of the Company for the duration of the Employment Period. In the event that any of such individuals fails to qualify or be elected (or, having been elected, resigns, is removed or fails to be re-elected) during the Employment Period, the Executive shall designate a successor reasonably acceptable to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature Board and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company shall nominate such person as a director and shall use its Affiliated Companiesbest efforts to cause such person to be elected and reelected.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as the Vice President and Chief Financial Officer of the Company and shall report directly to the Chief Executive Officer. As requested by Xxxxxx Group Limited (“Xxxxxx”), officesthe Executive shall also be seconded to Xxxxxx as is necessary to perform faithfully and efficiently the duties, titles, obligations and reporting requirements responsibilities as the Vice President and Chief Financial Officer of Xxxxxx. The Executive shall report directly to the Chief Executive Officer of Xxxxxx in connection with the Executive’s duties as Vice President and Chief Financial Officer of Xxxxxx. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Dateobligations and responsibilities of Executive to Xxxxxx. (b) The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to Xxxxxx.

Position and Duties. During the Employment Period, Executive shall serve as Senior Executive Vice President and Chief Human Resources Officer of the Executive's status, offices, titles, Company and reporting requirements in such other positions with the Company or and its Affiliated Companies or bothsubsidiaries consistent with Executive’s position as Senior Executive Vice President and Chief Human Resources Officer, as the case Company reasonably may be, assign. In such capacity Executive shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties report solely and responsibilities assigned directly (i) to the Chief Executive may be increasedOfficer of the Company or (ii) to its Chief Operating Officer, decreased or otherwise changed during should the Employment PeriodCompany appoint a COO and elect to have Executive report to such COO, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesits discretion. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his Executive’s business time on a full-time and attention during normal business hours exclusive basis to the business services required hereunder, and affairs shall perform such services in a manner consonant with the duties of Executive’s position. Executive shall be subject to the terms and conditions of any applicable policy of the Company (including, without limitation, “The Xxxx Disney Company and its Affiliated Associated Companies Standards of Business Conduct” booklet and to use his reasonable best efforts to perform faithfully the Employee Policy Manual), as reasonably made available and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of as interpreted from time to time by the management Company, provided that, subject to the provisions of his Paragraph 7 and his family's the Employee Policy Manual, nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing Executive’s personal investments and affairsinvestments, so long as such the activities listed in subclauses (i)-(ii) do not significantly interfere materially interfere, individually or in the aggregate, with the proper performance of Executive’s duties and responsibilities hereunder. Notwithstanding the Executive's responsibilities as an employee Policy on Board Service contained in the Employee Policy Manual, during the six-month period preceding the Scheduled Expiration Date, Executive shall, upon reasonable notice to and absent objection by the Chief Executive Officer of the Company or its Affiliated Companies Company, be entitled to explore opportunities for service on the board of directors of any public company that is not a Designated Business, as such term is defined in accordance with this Agreementthe Consulting Agreement (Exhibit A, attached hereto). It is expressly understood and agreed that to For the extent that avoidance of doubt, actual service on the board of directors of any such activities have been conducted public company while employed by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesremains prohibited.

Position and Duties. During Section 1 of the Employment PeriodAgreement is hereby deleted in its entirety and replaced with the following new paragraphs: “Position and Duties. Effective as of January 13, 2020 (the Executive's status“Transition Date”), offices(a) you hereby resign as Chief Executive Officer of the Company and the Company, titleson its own behalf and on behalf of its Affiliates, hereby accepts such resignation, and reporting requirements with (b) you will remain employed by the Company or its Affiliated Companies or both, and serve as the case Executive Chairman of Parent’s Board of Directors (the “Board”), with such duties as may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel you from time to time by the Board. Thereafter, for business purposesso long as you remain employed by the Company as its Executive Chairman, at each applicable annual meeting of Parent’s stockholders, the Board or a committee thereof shall nominate you to serve as a member of the Board and you shall serve if so elected or re-elected without further compensation, subject to receiving the required approval of Parent’s stockholders and compliance with Parent’s policies applicable to Board members generally. During In the Employment Period, and excluding any periods of vacation and sick leave event you cease to which be employed as the Executive is entitledChairman for any reason, you shall resign from the Executive agrees Board effective immediately upon such cessation. In addition, you may be asked to serve as a manager, director or officer of one or more Affiliates without further compensation. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise. While employed by the Company, will be expected to devote substantially all of his time and attention during normal business hours your best professional efforts to the advancement of the business and affairs interests of the Company and its Affiliated Companies Affiliates; provided, however, that you may continue to participate in charitable and to use his reasonable best efforts to perform faithfully and efficiently philanthropic activities, manage your personal investments, and, with the duties and responsibilities assigned to him hereunder. During consent of the Employment Period it shall not be a violation of this Agreement for the Executive to Board, serve on corporatethe board of directors or managers of for and not-for-profit companies or organizations, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so as long as such activities activities, in the aggregate, do not significantly interfere or conflict with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood your duties and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company or result in a breach of your obligations under this Agreement, including but not limited to the terms and its Affiliated Companiesconditions set forth in Section 3 herein. You will serve at the pleasure of the Board. You agree that, while employed by the Company, you will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as in effect from time to time.”

Position and Duties. During the Employment Period, the Executive's statusExecutive will serve in the position set forth on Schedule A to this Agreement and will render such managerial, officesanalytical, titlesadministrative, financial and other executive services to, and reporting requirements with shall have such responsibilities on behalf of, the Company or and its Affiliated Companies or bothSubsidiaries, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesnecessary in connection with the management and affairs of the Company and its Subsidiaries, in each case subject to the authority of the Board of Directors of the Company (the “Board”) to define and limit such executive services. During the Employment PeriodThe Executive’s responsibilities shall include, and excluding any periods of vacation and sick leave to which the without limitation, those set forth on Schedule A attached hereto. The Executive is entitled, the Executive agrees to will devote substantially all of his business time and attention during normal business hours (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for Subsidiaries, provided that the Executive will be permitted to serve on corporate(i) serve, civic with the prior written consent of the Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of charitable boards or committeesorganizations, deliver lectures(ii) engage in charitable activities and community affairs, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of (iii) manage his and his family's personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii) so long as such activities do not significantly interfere to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. The Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. The Executive will report to the person set forth on Schedule A or such other person as is determined by the Board. During the Employment Period, the Executive's responsibilities as an employee ’s primary work location shall be the Company’s offices at 40 Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxx, Xxx Xxxx 00000. The Executive will have flexibility to telecommute from time to time during the Employment Period provided that the Executive’s telecommuting schedule is agreed to by the President, Spine/Disc Division of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieshis sole discretion.

Position and Duties. During the Employment Periodterm of your employment under this Agreement, you shall serve as Interim Chief Executive Officer of the Executive's status, offices, titles, Company. Your duties and reporting requirements with authority as Interim Chief Executive Officer shall be prescribed by the Company or its Affiliated Companies or both, as the case may be, Board and shall be commensurate with those in effect during of a chief executive officer of a company of comparable size and with a similar business as the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Periodterm of your employment under this Agreement, you will report directly to the Board and excluding any periods of vacation will devote your full business time, energy, experience and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours talents to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period Affiliates (as defined below); provided, that it shall not be a violation of this Agreement for the Executive you to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (i) manage your personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as you may reasonably select or (ii) continue to provide services to CGI Windows & Doors, Inc. (“CGI”) as a non-employee consultant at the same level as such services are being provided by you immediately prior to the Start Date, in each case so long as such activities do service does not significantly materially interfere with the performance of your duties hereunder. During the Executive's responsibilities term of your employment under this Agreement, you will also continue to serve as an employee a member of the Company or its Affiliated Companies Company’s Board of Directors (the “Board”), the Board of Directors of AMH Intermediate Holdings Corp. (the “Intermediate Board”) and the Board of Directors of AMH Investment Holdings Corp. (the “Parent Board”) in accordance with the terms of the letter agreement between you and AMH Investment Holdings Corp. dated as of February 3, 2011; provided (i) your annual and committee retainers for 2011 provided for under the Section headed “Cash Compensation” shall be paid to you on a prorated basis by multiplying such retainers by a fraction, the numerator of which is the number of days in 2011 on which you serve as a director and are not employed under this Agreement and the denominator of which is 365, and (ii) you will not be entitled to receive fees for attending any board or committee meetings during your employment under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. During the Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer of the Executive's status, offices, titlesCompany, and reporting requirements shall report solely and directly to the Companys Chairman and Chief Executive Officer and Board of Directors of the Company (the Board). Executive shall have those powers and duties normally associated with the position of Executive Vice President and Chief Financial Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executives position as Executive Vice President and Chief Financial Officer of the Company. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or its Affiliated Companies or bothvacation) to satisfactorily perform his duties for the Company. Notwithstanding the above, as the case may be, Executive shall be commensurate permitted, to the extent such activities do not substantially interfere with those in effect during the 90-day period immediately preceding the Effective Date. The performance by Executive of his duties and responsibilities assigned hereunder to (i) manage Executives personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executives continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date shall be deemed not to interfere with the performance by Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the of his duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, under this Agreement) and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date (iii) deliver lectures or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesfulfill speaking engagements. During the Employment Period, Executive shall also serve as a director of the Company. If L. Xxxxx Mxxx ceases to serve as Chairman and excluding Chief Executive Officer of the Company at any periods of vacation and sick leave to which time during the Executive is entitled, the Executive agrees to devote substantially all Employment Period by reason of his time death or incapacity, it is the intention of the Board, that either Mxxx Xxxx or Rxxxxxx Xxxx shall be appointed as the Chairman and attention during normal business hours to the business and affairs Chief Executive Officer of the Company and the Board, subject only to its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the fiduciary duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesstockholders and applicable law, shall take all action necessary to carry out such intention.

Position and Duties. During Chief Executive Officer, reporting to the Employment Period, Board of Directors (the Executive's status, offices, titles, and reporting requirements with “Board”) of Ulta. You agree to perform all duties required as Chief Executive Officer of the Company or its Affiliated Companies or bothCompany, as determined and assigned by the case may beBoard from time to time, shall including without limitation supervision and control over and responsibility for the general management and overall policy of the Company. Your duties, responsibilities and authority will be commensurate with those in effect during the 90-day period immediately preceding duties, responsibilities and authority of a chief executive officer, but at all times will be under the Effective Datedirection of the Board. The duties and responsibilities assigned You will be nominated for election to the Executive may be increased, decreased or otherwise changed during Board at the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesfirst opportunity following your start date, and reporting requirements as in effect during will be nominated for re-election throughout the 90term of your employment. Your employment will be on a full-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business exclusive basis and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall you agree that you will not be a violation of this Agreement for the Executive to serve on corporate, civic accept other employment or charitable boards engage in any activity that would impair or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of your duties to the Executive's responsibilities as an employee Company, whether or not for compensation, without the express written consent of the Company Board. Additionally, except as specifically provided below, you may continue to serve on the boards of the not-for-profit entities and pursue the other community activities listed below or its Affiliated Companies that you have otherwise previously disclosed to the Company. It is understood that at such time as the Board determines appropriate, and subject to prior Board approval you will be allowed to serve on the board (and any board committees) of at least one additional for-profit business that does not compete with the Company. You are currently serving as a director of Target Corporation. Effective prior to your start day you agree to resign your position as a director of Target Corporation. In addition, you are currently a board member of, or otherwise involved in, the following non-profit organizations: Northshore University Health Systems, Loyola Academy, World Business Chicago, and The Civic Committee of Chicago. Start Date: July 1, 2013 Base Salary: Your base salary will be $925,000 per annum, pro-rated for any partial year based on actual days of employment. Your base salary will be reviewed annually in accordance with this Agreementthe Company’s policy for the review of the compensation of senior officers, and may be increased in the discretion of the Board from time to time. It Base salary, as in effect from time to time, may not be decreased without your express written consent unless the decrease is expressly understood pursuant to (and agreed that consistent in percentage reduction with) a general compensation reduction applicable to all, or substantially all, executive officers of the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar Company. Base salary will be paid in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere accordance with the performance of the Executive's responsibilities Company’s normal payroll practices as in effect from time to the Company and its Affiliated Companiestime.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall serve as the Chairman (the "Chairman") of the Board of Directors of the Company (the "Board") and as Chief Executive Officer of the Company, offices, titleswith such duties and responsibilities as are customarily assigned to such position, and reporting requirements with such other duties and responsibilities appropriate to such office as may from time to time be assigned to him by the Company or its Affiliated Companies or bothBoard. Executive shall report solely to the Board and subject to the Board's consent, as the case may bewhich consent shall not unreasonably be withheld, shall be commensurate with those in effect during have the 90-day period immediately preceding sole right to appoint and terminate the appointment of the Company's executive officers. On the Effective Date, Executive shall be (i) appointed as a member of the Board, to serve as a member of the class of directors with the longest remaining term as of the Effective Date, and (ii) elected Chairman. The duties and responsibilities assigned to the Executive may be increasedSubsequently, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to Company shall cause the Executive at any given time are not materially inconsistent with to be included in the slate of persons nominated to serve as directors on the Board upon each expiration of Executive's status, offices, titles, and reporting requirements term as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs a director of the Company and shall use its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for have the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time reelected to the management of his Board and his family's personal investments and affairsas Chairman. In addition, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to following the Effective Date, the reinstatement Executive shall be entitled to submit to the Board (or continued conduct an appropriate Board committee) the names of two individuals (which individuals shall not be employees of the Company and shall have no affiliation with the Executive) for consideration for appointment to the Board. The Board (or such committee) shall, in due course, consider such individuals in good faith. In the event that the Board (or a committee thereof) does not approve either or both of such activities individuals, the Executive shall be entitled to submit the names of one or more alternative individuals (who shall also not be employees of the Company or have any affiliation with the Executive) for consideration until the Board (or the reinstatement or conduct of activities similar in nature and scope theretoa committee thereof) subsequent shall have approved two such individuals for appointment to the Effective Date shall not thereafter be deemed to interfere Board (each such individual together with each successor thereto who is appointed or elected in accordance with the performance provisions of this section, being referred to herein as a "New Independent Director"). In addition, during the Employment Period, upon each expiration of the term (or other termination of service) of a New Independent Director as a director of the Company, the Company shall cause such New Independent Director (or any successor nominated in accordance with the provisions hereof) to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts to have such New Independent Director (or such successor) elected or reelected to the Board, as applicable. Following termination of the Executive's responsibilities to employment for any reason, the Company Executive shall immediately resign from the Board and its Affiliated Companiesfrom all other offices and positions he holds with the Company.

Position and Duties. During the Employment Period, the Executive's status, offices, titlesEmployee shall serve as the Company’s “Chief Executive Officer,” responsible for directing the overall business and operations of the Company, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The faithfully perform all duties and responsibilities assigned to the consistent with his position as Chief Executive may be increased, decreased or otherwise changed during the Employment Period, provided that Officer and the duties and responsibilities assigned relating to the Executive at business or operations of the Company (or its subsidiaries) consistent with his position as a senior executive officer as the Company’s Board of Directors (the “Board of Directors”), any given time are not materially inconsistent with committee thereof or the Executive's status, offices, titles, and reporting requirements as in effect during Chairman of the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he Board of Directors may be required to travel direct from time to time for business purposestime. During Without limiting the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs generality of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently foregoing, it is anticipated that the Employee’s primary duties and responsibilities assigned to him hereundershall be overseeing and directing the overall business and operations of the Company, including pursuing or reviewing potential financings, mergers and acquisitions, generating or approving business plans, establishing corporate strategy, pursuing or reviewing material commercial ventures and relationships, steering the Company’s operations toward management approved forecasts and budgets, and advising the Board of Directors on material business matters affecting the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with In the performance of the Executive's Employee’s duties and responsibilities hereunder, the Employee shall regularly report to the Board of Directors. In addition, the Employee agrees to serve as an employee a director of the Company, upon appointment by the Board of Directors, and, to that end, the Company agrees to cause the Board of Directors to take all actions necessary to duly elect and appoint the Employee to serve as a director of the Company as soon as reasonably possible on or its Affiliated Companies in accordance with this Agreementafter the date hereof. It is expressly understood The Employee will fulfill his duties and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company hereunder from the then-current principal corporate office of the Company, currently located in New Haven, CT. Notwithstanding the foregoing, the Employee agrees to travel as is otherwise necessary, in the Board of Directors’ reasonable determination, to fulfill his duties and its Affiliated Companiesresponsibilities as set forth in this Agreement.

Position and Duties. During the Employment Period, the Executive's statusExecutive shall continue to serve as the President and Chief Executive Officer of NFP and, offices, titles, and reporting requirements with subject to the Company or its Affiliated Companies or bothprovisions of this Section 2, as Chairman of the case may be, Board of NFP (the “NFP Board”) and shall perform duties and be assigned responsibilities by the NFP Board that are commensurate with those in effect during the 90-day period immediately preceding the Effective Datesuch offices. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during During the Employment Period, provided that the duties and responsibilities assigned Executive shall report to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesNFP Board. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his her attention and time and attention during normal business hours to the business and affairs of NFP and use the Company and its Affiliated Companies and to use his Executive’s reasonable best efforts to perform carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently efficiently. The Executive shall not, during the Employment Period, engage in any other business activities that will interfere with the Executive’s employment pursuant to this Agreement. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of charitable or educational organizations and/or, with the approval of the NFP Board as to each position, which approval shall not be unreasonably withheld, on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations, (ii) engaging in charitable activities and community affairs, and (iii) managing her personal and family investments and affairs, provided that all of the foregoing activities taken as a whole do not interfere or conflict with the proper performance of her duties and responsibilities assigned to him hereunderas NFP’s President and Chief Executive Officer. During the Employment Period it Period, the Executive’s services shall not be a violation performed primarily at NFP’s office located in the New York metropolitan area, subject to travel requirements in connection with the Executive’s duties under this Agreement. In addition, unless under applicable law (including without limitation any rules or regulations of this Agreement any exchange on which NFP Common Stock (as defined below) is listed) the NFP Board must consist only of independent directors, with respect to each election of directors of NFP during the Employment Period, NFP shall cause the NFP Board to nominate the Executive for election to the NFP Board and, provided she is so elected, the NFP Board will elect the Executive as Chairman of the NFP Board unless under applicable law the Chairman must be an independent director. In addition, the NFP Board may in its discretion invite the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to attend the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance meetings of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateNFP Board nominating committee, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesif any.

Position and Duties. During the Employment Period, the Executive's statusExecutive shall serve as President and Chief Executive Officer of the Company and SK Holdco, offices, titlesas well as a Director on the SK Holdco Board of Directors, and reporting requirements in appropriate positions in the subsidiaries and affiliates of the Company, with the Company or its Affiliated Companies or bothduties, as the case may befunctions, shall be commensurate responsibilities and authority customarily associated with those in effect during the 90-day period immediately preceding the Effective Datesuch positions. The duties and responsibilities assigned Executive will report to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesSK Holdco Board of Directors. During the Employment Period, the Executive will devote substantially all of his attention and time to the business and affairs of the Company, excluding any periods of vacation and sick leave to which the Executive is entitled, and will not engage in any other business activities that will unreasonably interfere with the Executive’s employment pursuant to this Agreement; provided that after the first anniversary of the Effective Date the Executive agrees may serve on the board of directors, and any board committee, of up to devote substantially all of his time and attention during normal business hours to two for-profit businesses that do not compete with the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunderCompany. During the Employment Period it shall not be a violation of this Agreement for Period, the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance will be based out of the Company’s offices in Plano, Texas, and the Executive's responsibilities ’s services shall be performed at such locations where the Company conducts business throughout North America as an employee the needs and exigencies of the business of the Company from time to time reasonably require. The Executive will relocate from his current residence to the Dallas or its Affiliated Companies Plano, Texas area as soon as practical, but in any event within 6 months of the Effective Date. The Company will reimburse the Executive for reasonable commuting expenses for up to three months from the Effective Date. The Company shall provide the standard executive relocation privileges to the Executive in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to Company policies in effect on the Effective Date, but with the reinstatement following revisions: (i) the Executive’s repayment obligation shall not apply in the case of termination without Cause or continued conduct resignation for Good Reason, as both such terms are defined in Section 5 of such activities this Agreement; (or ii) the reinstatement or conduct of activities similar in nature Executive’s Miscellaneous Expense Allowance shall be equal to one month’s Salary; (iii) the Executive shall be entitled to apply for and scope theretopurchase, at his sole cost, additional Replacement Cost Insurance above and beyond what the Company provides; and (iv) subsequent all relocation amounts payable to Executive that are taxable income (and not deductible) shall be grossed up for all taxes subject to Section 5(g). Any sign-on bonus paid to the Effective Date Executive shall not thereafter be deemed to interfere with repaid immediately by the performance of the Executive's responsibilities Executive to the Company and its Affiliated Companiesif an event occurs which would require the Executive to repay any relocation amounts under the Company’s policies (as amended by this Agreement)(i.e., the Executive will have no signing bonus repayment obligations if the Executive’s termination is without Cause or due to resignation for Good Reason).

Position and Duties. During the Employment PeriodTerm, the Executive's status, offices, titles, and reporting requirements with Executive shall serve as the Chief Executive Officer of the Company or its Affiliated Companies or both, and shall have such powers and duties customary for the chief executive officer of a public company and such additional powers and duties consistent with his position as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesbe prescribed by the Board of Directors of the Company (the “Board”). During The Executive shall report solely and directly to the Employment PeriodBoard. All employees of the Company shall report directly or indirectly to the Executive. As of the Effective Date, and excluding any periods of vacation and sick leave to which the Company shall appoint the Executive is entitledto the Board with a term ending on the date of the Company’s annual stockholders’ meeting in 2023. Thereafter, the Company shall cause the Executive to be nominated for election to the Board and to be recommended to the stockholders for election to the Board as long as the Executive remains the Chief Executive Officer of the Company, provided that, unless otherwise agreed by the parties, the Executive agrees to shall resign from the Board and from any related positions upon the termination of the Executive’s employment for any reason and all such resignations shall be effective immediately. The Executive shall devote substantially all of his the Executive’s working time and attention during normal business hours efforts to the business and affairs of the Company and its Affiliated Companies and Company. Notwithstanding the foregoing, the Executive may (i) serve on up to use his reasonable best efforts two other public company boards of directors with the prior written approval of the Board (not to perform faithfully and efficiently be unreasonably withheld), (ii) engage in religious, charitable or other community activities, (iii) subject to the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation terms of this Agreement for and the Executive Company’s current Code of Conduct and other written policies in effect on the date hereof (and any amendments thereof or additions thereto or any other written policies that may be adopted by the Board after the date hereof that have general application and are approved by the Board), engage in activities related to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's Executive’s personal investments and affairs(iv) engage in other services and activities which are disclosed to and approved by the Board in advance, so long as subject to such services and activities do in the aggregate not significantly interfere interfering with the Executive’s performance of the Executive's responsibilities as an employee of ’s duties to the Company or its Affiliated Companies in accordance with this Agreementother than de minimis interference. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to As of the Effective Date, Executive is engaged in the reinstatement or continued conduct of such services and activities (or set forth on Exhibit A hereto which are deemed to have been approved by the reinstatement or conduct of activities similar in nature and scope thereto) subsequent Board to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesextent required by this Section 1.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as the President and Chief Executive Officer of the Company and shall report directly to the Board of Directors. As requested by Xxxxxx Group Limited (“Xxxxxx”), officesthe Executive shall also be seconded to Xxxxxx as is necessary to perform faithfully and efficiently the duties, titles, obligations and reporting requirements responsibilities as the Managing Director and Chief Executive Officer of Xxxxxx. The Executive shall report directly to Board of Directors of Xxxxxx in connection with the Executive’s duties as Managing Director and Chief Executive Officer of Xxxxxx. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Dateobligations and responsibilities of Executive to Xxxxxx. (b) The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Company. During the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at elected or appointed as a member of the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesBoard of Directors of Xxxxxx Materials Corporation. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to Xxxxxx.

Position and Duties. During the Employment Period, Employee shall serve as Chairman of Ladenburg which position shall not be a director, corporate officer or executive position. Additionally, while requested by the Executive's statusBoard of Directors of the Company, offices, titles, Employee shall continue to serve as President and reporting requirements with Chief Executive Officer of the Company during a reasonable transition period until the Company’s relocation of its corporate offices to Florida, but in no event, after August 31, 2006. Employee shall not thereafter serve as an officer, director or its Affiliated Companies or both, as employee of the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, Employee shall report solely and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours directly to the business Board of Directors of Ladenburg (the “Board”) and affairs the Company’s Board of Directors and Chief Executive Officer. Employee shall have such powers and duties as set forth in this Agreement. When no longer serving as President and Chief Executive Officer of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the Company, Employee’s duties and responsibilities assigned to him hereunder. During the Employment Period it shall not include any supervisory responsibilities for Ladenburg or the Company or any of their operations or employees and his responsibilities shall solely be a violation those specified in this Agreement. Employee shall devote his full business time to satisfactorily perform his duties and responsibilities hereunder; provided, however, there shall be no required minimum amount of time Employee must devote to performing his duties and responsibilities under this Agreement for Agreement. Notwithstanding the Executive above, Employee shall be permitted, to the extent such activities do not substantially interfere with the performance by Employee of his duties and responsibilities hereunder, to (i) manage Employee’s personal, financial and legal affairs, and (ii) to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is committees (it being expressly understood and agreed that Employee’s continuing to the extent that serve on any such activities have been conducted by board and/or committees on which Employee is serving, or with which Employee is otherwise associated, as of the Executive prior to the Effective Commencement Date, the reinstatement or continued conduct (all of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date which are listed on Schedule A hereto), shall not thereafter be deemed not to interfere with the performance by Employee of his duties and responsibilities under this Agreement). Additionally, upon approval by the Executive's responsibilities Company’s Executive Committee (which such approval shall not be unreasonably withheld or delayed), Employee shall be permitted to engage in various other outside activities. The following outside activities have already been approved by the Executive Committee: a) acting as a principal in one or more “specified purpose acquisition companies,” blank check companies or similar entities (the “SPAC” or “SPACs”) related to the financial services industry; b) acting as a principal involved in the organization, funding, management and related matters with respect to a private investment fund; and c) acting as a director of a public company that is not in direct competition with Ladenburg. It shall be deemed unreasonable for the Executive Committee to withhold approval for any type of activity that it has already approved for other employees of Ladenburg or the Company and its Affiliated Companiesis permitted by the rules of the National Association of Securities Dealers, Inc. (“NASD”) and the New York Stock Exchange. Any compensation of any kind received by Employee with respect to any of his outside activities permitted by this Section 3 shall not in any way inure to the benefit of Ladenburg or the Company and therefore will not reduce any payments owed by the Company or Ladenburg to Employee under this Agreement or otherwise. Employee shall give Ladenburg the opportunity to lead underwrite the SPAC or SPACs but only if: a) Ladenburg communicates a determination to do so on customary terms (except that compensation terms will be subject to compliance with the NASD compensation requirements) within ten business days of being presented the opportunity and b) Ladenburg is able to do so in compliance with all regulatory requirements.

Position and Duties. As of the Effective Date and for the Base Term, the Executive shall be employed by the Company as President and Chief Executive Officer of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which shall be those normally inherent in such capacity in U.S. publicly held corporations of similar size and character. During the Employment Period, Ancillary Term the Executive's status, offices, titles, and reporting requirements with Executive shall serve the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned an advisor to the Executive may be increasedsenior executives of the Company with respect to strategy, decreased or otherwise changed during the Employment Period, provided that the duties management development and responsibilities assigned to the Executive at any given time are not materially inconsistent other matters consistent with the Executive's status, offices, titles, ’s experience and reporting requirements expertise and consistent with the Executive’s having completed the Base Term as in effect during Chief Executive Officer of the 90-day period immediately preceding the Effective DateCompany. The Executive's services shall be performed at Executive agrees and acknowledges that, in connection with his employment relationship with the location where Company, the Executive was employed immediately preceding owes fiduciary duties to the Effective Date or any location less than 20 miles from such location, although the Executive understands Company and agrees that he may be required to travel from time to time for business purposeswill act accordingly. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledBase Term, the Executive agrees to devote substantially all his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his time and attention during normal ability to further the best interests of the Company. The Executive shall not engage in any other business hours activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the business and covenants of Section 9 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the Company and its Affiliated Companies and companies in which such investments are made. Further, subject to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for Section 9 herein, the Executive to may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts as a director of time to the management of his and his family's personal investments and affairs, other companies so long as such activities do service is not significantly detrimental to the Company and does not interfere with his service to the performance Company and so long as such service does not present the Executive with a conflict of interest. During the Ancillary Term, the Executive agrees at such times as requested (with such requests to be commercially reasonable) to advise the senior executives of the Company; provided however, the parties agree that the Executive shall not be required to provide services for more than fifteen days per year (including time in which Executive serves as a director). The parties may, by mutual agreement, increase the time Executive shall provide such services during the Ancillary Term. In keeping with the Executive's responsibilities ’s fiduciary duties to the Company, the Executive agrees that he shall not knowingly, directly or indirectly, become involved in any Conflict of Interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts known to him which might involve any reasonable possibility of a Conflict of Interest. For purposes of this paragraph, Conflict of Interest on the part of the Executive shall be defined as: (a) ownership of a material interest in, acting in any material capacity for, or accepting directly or indirectly any material payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (b) misuse of information or facilities to which the Executive has access in a manner which will be materially detrimental to the Company’s interest; (c) disclosure or other misuse of Confidential Information (as defined in Section 9); (d) acquiring or trading in, directly or indirectly, other properties or interests material to the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (e) the appropriation to the Executive or the diversion to others, directly or indirectly, of any material opportunity in which it is known or could reasonably be anticipated that the Company would be interested; or (f) the ownership, directly or indirectly, of a material interest in an employee of enterprise in competition with the Company or its Affiliated Companies dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere competition with the performance of the Executive's responsibilities to the Company and or its Affiliated Companiesdealers or distributors.

Position and Duties. During the Employment Period, Executive shall serve as Senior Executive Vice President, General Counsel and Secretary of the Executive's status, offices, titles, Company and reporting requirements in such other positions with the Company or and its Affiliated Companies or bothsubsidiaries consistent with Executive’s position as Senior Executive Vice President, General Counsel and Secretary, as the case Company reasonably may be, shall assign. Executive’s upward reporting structure will be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent consistent with the Executive's status, offices, titles, and upward reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesstructure of comparable senior executives. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his Executive’s business time on a full-time and attention during normal business hours exclusive basis to the business services required hereunder, and affairs shall perform such services in a manner consonant with the duties of Executive’s position. Executive shall be subject to the terms and conditions of any applicable policy of the Company (including, without limitation, “The Xxxx Disney Company and its Affiliated Companies Standards of Business Conduct” booklet and to use his reasonable best efforts to perform faithfully the Employee Policy Manual), as reasonably made available and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of as interpreted from time to time by the management Company, provided that, subject to the provisions of his Paragraph 7 and his family's the Employee Policy Manual, nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing Executive’s personal investments and affairsinvestments, so long as such the activities listed in subclauses (i)-(ii) do not significantly interfere materially interfere, individually or in the aggregate, with the proper performance of Executive’s duties and responsibilities hereunder. Notwithstanding the Executive's responsibilities as an employee Policy on Board Service contained in the Employee Policy Manual, during the six-month period preceding the Scheduled Expiration Date, Executive shall, upon reasonable notice to and absent objection by the Chief Executive Officer of the Company or its Affiliated Companies Company, be entitled to explore opportunities for service on the board of directors of any public company that is not a Designated Business, as such term is defined in accordance with this Agreementthe Consulting Agreement (Exhibit A, attached hereto). It is expressly understood and agreed that to For the extent that avoidance of doubt, actual service on the board of directors of any such activities have been conducted public company while employed by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesremains prohibited.

Position and Duties. During the Employment Period, the Executive's statusFounder shall serve as Founder and Chief Creative Officer of the Company. The Founder will have the power, officesresponsibility, titlesduties and authority customary for a Chief Creative Officer of corporations of the size, type and reporting requirements with nature of the Company or its Affiliated Companies or bothand which are substantially consistent with her creative duties and authority with respect to her current services with Mxxxxx Xxxxxxx Living (including those duties and authority with respect to the Company’s business not involving Mxxxxx Xxxxxxx Living as are reasonable, as to be mutually agreed upon between the case may be, shall be commensurate with those in effect during Founder and the 90-day period immediately preceding CEO of the Effective DateCompany (the “CEO”) from time to time). The duties and responsibilities assigned Founder shall report directly to the Executive may be increasedCEO. Unless otherwise authorized by the CEO, decreased or otherwise changed during the Employment Period, provided that the duties Founder shall devote substantially all of her working time, attention and responsibilities assigned energies during normal business hours (other than absences due to illness or vacation) to the Executive at any given time are not materially inconsistent with performance of her duties for the Executive's statusCompany and Mxxxxx Xxxxxxx Living. Without limitation, officesduring the Employment Period, titlesthe Founder will make herself reasonably available, subject to her prior personal and reporting requirements as professional commitments, for all appearances, events and related activities specified or agreed to under the Company’s and Mxxxxx Xxxxxxx Living’s licensing agreements in effect during as of the 90-day period immediately preceding Closing Date (but, for the Effective Date. The Executive's services avoidance, any extensions or modifications of such licensing agreements which provide for additional appearances, events or similar activities shall be performed at require the location where consent of the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesFounder). During the Employment Period, subject at all times to her prior personal and excluding any periods of vacation and sick leave to which the Executive is entitledprofessional commitments, the Executive agrees Founder shall be reasonably available for promotional activities and shall also provide endorsement services to devote substantially all of his promote the Company’s products and services from time-to-time and attention during normal business hours the Employment Period consistent with her past practices with Mxxxxx Xxxxxxx Living (collectively, “Promotional Services”). Notwithstanding the above, the Founder shall be permitted, to the business and affairs extent such activities do not violate, or substantially interfere with her performance of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the her duties and responsibilities assigned to him hereunder. During under this Agreement during the Employment Period it shall Period, or any other agreement to which she and the Company are parties, in all cases except for (iii), as determined by the CEO and the Board, to (i) engage in motion picture, television, public speaking and publishing activities, (ii) appear from time to time in commercials and/or advertisements that do not be present a violation conflict with the Company’s or Mxxxxx Xxxxxxx Living’s interests with respect to its products or significant business relationships, in all cases subject to the approval of this Agreement for the Executive to Board, (iii) manage her personal, financial and legal affairs (including writing her autobiography), (iv) serve on corporate, civic or charitable boards or committeescommittees (it being expressly understood and agreed that the Founder’s continuing to serve on any such board and/or committees on which she is serving, deliver or with which she is otherwise associated, as of the Closing Date, shall be deemed not to interfere with her performance of her duties and responsibilities under this Agreement), (v) serve on boards of other companies and (vi) make personal appearances and lectures, fulfill and the Founder shall be entitled to receive and retain all remuneration received by her from the items listed in clauses (i) through (vi) of this paragraph (including, without limitation, appearance and speaking engagements or teach at educational institutions fees, book advances, royalties, residuals and devote reasonable amounts other fees and compensation (including guild and union payments) payable therewith) outside the performance of time her duties hereunder. In addition, the Founder is entitled to the management engage in motion picture and television activities on behalf of his third parties and his family's personal investments to receive and affairsretain all remuneration therefrom, so long as such activities do not significantly substantially interfere with the performance of the Executive's her duties and responsibilities as an employee of hereunder. The Founder and the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that agree that, to the extent that any such activities have been conducted by third party production would require the Executive prior Founder to provide recurring services, she may provide such services so long as the Effective Date, Company receives one-third of any talent fee that would be payable in respect of her services as a performer. The Founder will be entitled to retain the reinstatement or continued conduct remainder of such activities (or talent fees. For the reinstatement or conduct avoidance of activities similar in nature and scope thereto) subsequent to doubt, where the Effective Date shall Founder’s services do not thereafter be deemed to require recurring services that could interfere with her duties and responsibilities hereunder, she shall continue to have the performance right to receive and retain all of the Executive's responsibilities to the Company and its Affiliated Companiesfees payable.

Position and Duties. During the Employment Period, the Executive's statusFounder shall serve as Founder and Chief Creative Officer of the Company. The Founder will have the power, officesresponsibility, titlesduties and authority customary for a Chief Creative Officer of corporations of the size, type and reporting requirements with nature of the Company or its Affiliated Companies or bothand which are substantially consistent with her creative duties and authority with respect to her current services with Xxxxxx Xxxxxxx Living (including those duties and authority with respect to the Company’s business not involving Xxxxxx Xxxxxxx Living as are reasonable, as to be mutually agreed upon between the case may be, shall be commensurate with those in effect during Founder and the 90-day period immediately preceding CEO of the Effective DateCompany (the “CEO”) from time to time). The duties and responsibilities assigned Founder shall report directly to the Executive may be increasedCEO. Unless otherwise authorized by the CEO, decreased or otherwise changed during the Employment Period, provided that the duties Founder shall devote substantially all of her working time, attention and responsibilities assigned energies during normal business hours (other than absences due to illness or vacation) to the Executive at any given time are not materially inconsistent with performance of her duties for the Executive's statusCompany and Xxxxxx Xxxxxxx Living. Without limitation, officesduring the Employment Period, titlesthe Founder will make herself reasonably available, subject to her prior personal and reporting requirements as professional commitments, for all appearances, events and related activities specified or agreed to under the Company’s and Xxxxxx Xxxxxxx Living’s licensing agreements in effect during as of the 90-day period immediately preceding Closing Date (but, for the Effective Date. The Executive's services avoidance, any extensions or modifications of such licensing agreements which provide for additional appearances, events or similar activities shall be performed at require the location where consent of the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesFounder). During the Employment Period, subject at all times to her prior personal and excluding any periods of vacation and sick leave to which the Executive is entitledprofessional commitments, the Executive agrees Founder shall be reasonably available for promotional activities and shall also provide endorsement services to devote substantially all of his promote the Company’s products and services from time-to-time and attention during normal business hours the Employment Period consistent with her past practices with Xxxxxx Xxxxxxx Living (collectively, “Promotional Services”). Notwithstanding the above, the Founder shall be permitted, to the business and affairs extent such activities do not violate, or substantially interfere with her performance of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the her duties and responsibilities assigned to him hereunder. During under this Agreement during the Employment Period it shall Period, or any other agreement to which she and the Company are parties, in all cases except for (iii), as determined by the CEO and the Board, to (i) engage in motion picture, television, public speaking and publishing activities, (ii) appear from time to time in commercials and/or advertisements that do not be present a violation conflict with the Company’s or Xxxxxx Xxxxxxx Living’s interests with respect to its products or significant business relationships, in all cases subject to the approval of this Agreement for the Executive to Board, (iii) manage her personal, financial and legal affairs (including writing her autobiography), (iv) serve on corporate, civic or charitable boards or committeescommittees (it being expressly understood and agreed that the Founder’s continuing to serve on any such board and/or committees on which she is serving, deliver or with which she is otherwise associated, as of the Closing Date, shall be deemed not to interfere with her performance of her duties and responsibilities under this Agreement), (v) serve on boards of other companies and (vi) make personal appearances and lectures, fulfill and the Founder shall be entitled to receive and retain all remuneration received by her from the items listed in clauses (i) through (vi) of this paragraph (including, without limitation, appearance and speaking engagements or teach at educational institutions fees, book advances, royalties, residuals and devote reasonable amounts other fees and compensation (including guild and union payments) payable therewith) outside the performance of time her duties hereunder. In addition, the Founder is entitled to the management engage in motion picture and television activities on behalf of his third parties and his family's personal investments to receive and affairsretain all remuneration therefrom, so long as such activities do not significantly substantially interfere with the performance of the Executive's her duties and responsibilities as an employee of hereunder. The Founder and the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that agree that, to the extent that any such activities have been conducted by third party production would require the Executive prior Founder to provide recurring services, she may provide such services so long as the Effective Date, Company receives one-third of any talent fee that would be payable in respect of her services as a performer. The Founder will be entitled to retain the reinstatement or continued conduct remainder of such activities (or talent fees. For the reinstatement or conduct avoidance of activities similar in nature and scope thereto) subsequent to doubt, where the Effective Date shall Founder’s services do not thereafter be deemed to require recurring services that could interfere with her duties and responsibilities hereunder, she shall continue to have the performance right to receive and retain all of the Executive's responsibilities to the Company and its Affiliated Companiesfees payable.

Position and Duties. During the period from the Effective Date to the date of the annual shareholders’ meeting occurring in 2012 (the “2012 Meeting”), Executive shall serve as President and Chief Executive Officer of the Company. During the period from the 2012 Meeting to March 31, 2015, Executive shall serve as Chief Executive Officer of the Company and as Chairman (“Chairman”) of the Board. During the period from April 1, 2015 to June 30, 2016, Executive shall continue to serve as Chairman as an employee of the Company. The period during which Executive serves as Chief Executive Officer under this Agreement (i.e., from and including the Effective Date to March 31, 2015) shall be referred to as the “CEO Period”, and the period during which Executive serves as Chairman, but not also as the Chief Executive Officer (i.e., from and including April 1, 2015 to June 30, 2016) shall be referred as the “Chairman Period”. In addition to the specific positions applicable during the specific periods outlined above, Executive shall also serve in such other position or positions with the Company and its subsidiaries, consistent with his then applicable position(s) as set forth above as the Board shall reasonably assign Executive from time to time. All of Executive’s service in accordance with this Paragraph 2 is subject to earlier termination as provided in Paragraph 5. During the Employment Period, Executive shall be the most senior officer of the Company and report directly and exclusively to the Board, it being understood that during the Chairman Period, if another executive shall serve as Chief Executive Officer of the Company, such other executive shall report jointly to Executive as Chairman and to the Board. During the Employment Period, unless and until the Board exercises any authority reserved to it under the Company’s By-Laws, Executive shall have the duties, responsibilities and obligations customarily exercised by individuals serving in the applicable position(s) enumerated above in a company of the size and nature of the Company. During the Employment Period, the Executive's status, offices, titlesCompany shall also nominate Executive for re-election as a member of the Board at the expiration of each term of office, and reporting requirements with Executive shall serve as a member of the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day Board for each period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that for which he may be required to travel from time to time for business purposesis so elected. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all his business time to the services required of him hereunder, and shall perform such services in a manner consonant with the duties of his time and attention during normal business hours then applicable position(s). Executive shall be subject to the business terms and affairs conditions of any applicable policy of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be regarding service (including as a violation director) on behalf of this Agreement for the Executive to serve on corporateany other organization, civic or charitable boards or committeesprovided that, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time subject to the management provisions of Paragraph 7(a), nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing his and his family's personal investments and affairs, so long as such the activities listed in subclauses (i)-(ii) do not significantly interfere materially interfere, individually or in the aggregate, with the proper performance of his duties and responsibilities in the Executive's responsibilities position or positions in which Executive is then serving, as an employee of the Company or its Affiliated Companies specified in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesParagraph 2.

Position and Duties. During The Executive shall be employed by the Employment PeriodCompany and shall serve as Executive Vice President, Corporate Development and Strategy and General Counsel of Patheon, with such authority, duties and responsibilities as are commensurate with such position, reporting to the Chief Executive Officer. In addition, the Executive will be a member of the Patheon Group’s Executive Committee and will become an officer of Patheon and of any members of the Patheon Group, as may be requested. The Executive shall also be responsible for the functions and responsibilities set out in the Position Description attached hereto as Schedule A. The location of the Executive's status, ’s employment will be the Company’s Raleigh/Durham offices, titleslocated at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx Xxxxxxxx 00000, XXX, or such other location where the principal executive offices may be relocated from time to time by the Company. The Executive will be permitted to commute to the Company’s Raleigh/Durham offices from his primary residence in Boston, Massachusetts. The Executive will be expected to be at the Company’s Raleigh/Durham offices or any other offices of the Company or otherwise engaged in the performance of his duties at least five days per week, subject to required business travel, vacation and holidays. In lieu of Patheon’s standard relocation benefits, Executive will be entitled to a lump sum payment of $75,000 (subject to tax withholdings required by federal, state, and reporting requirements local laws). This amount will be treated as taxable income and will be paid within thirty (30) days after the Effective Date (assuming the Executive continues to be employed by Patheon at such time). If the Executive’s employment is terminated other than (i) for Good Reason (as defined below) or (ii) without Cause (as defined below) by the Company, before the first (1st) anniversary of the Effective Date, he will repay to the Company within thirty (30) days of the Date of Termination, a pro rata portion of the lump sum payment, based on the number of months remaining to the first (1st) anniversary of the Effective Date from the Date of Termination (by way of example, if the Date of Termination would occur with six (6) months remaining until the first (1st) anniversary of the Effective Date, then the Executive would repay fifty percent (50%) of the lump sum payment to the Company). The indicated repayment amount is not subject to offset or any other reduction for any prior withholdings or deductions (i.e., tax withholdings). In addition, a second lump sum payment of $75,000 (subject to tax withholdings required by federal, state, and local laws) will be paid within thirty (30) days after the first (1st) anniversary of the Effective Date (assuming the Executive continues to be employed by Patheon at such time). This amount will be treated as taxable income. If the Executive’s employment is terminated other than (i) for Good Reason (as defined below) by the Executive or (ii) without Cause (as defined below) by the Company, before the second (2nd) anniversary of the Effective Date, he will repay to the Company, within thirty (30) days of the Date of Termination, a pro rata portion of the second lump sum payment, based on the number of months remaining to the second (2nd) anniversary of the Effective Date from the Date of Termination (by way of example, if the Date of Termination would occur with six (6) months remaining until the second (2nd) anniversary of the Effective Date, then the Executive would repay fifty percent (50%) of the second lump sum payment to the Company). The indicated repayment amount is not subject to offset or any other reduction for any prior withholdings or deductions (i.e., tax withholdings). Notwithstanding the above, in the event that the Executive’s employment is terminated without Cause (as defined below) or terminated by the Executive for Good Reason (as defined below) at any time during the six (6) month period following a Change in Control (as defined below), the lump sum payments will cease to be subject to the claw-back provisions, and the Executive will not be required to repay any portion thereof to the Company or its Affiliated Companies or both, as successor. Upon the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned Executive’s relocation to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90Raleigh-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies Durham area in accordance with this Agreement. It is expressly understood and agreed , the Executive will be entitled to a relocation package equal to no less than the then standard relocation package in North America for executives at the same level as the Executive in the Company, provided that any amount reimbursable thereunder will be modified in a mutually agreeable manner, giving consideration to the extent that any such activities have been conducted by total amount paid to the Executive prior pursuant to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesthis Section 2.2.

Position and Duties. During Executive will (a) be employed in a senior executive capacity in the Employment Period, the ExecutiveCompany's status, offices, titles, and reporting requirements DAS business with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities that are consistent with Executive's current position in KPMG's DAS business, (b) perform such other duties and responsibilities relating to Company's DAS business as may from time to time be reasonably assigned to Executive by the Executive Board of Directors of the Company (the "Board of Directors") and senior management of the Company, comprised of the chairman of Company's Board of Directors, the chief executive officer, chief operating officer, and senior vice presidents or persons occupying comparable positions within the Company ("Senior Management"), commensurate with Executive's position, (c) have such authority consistent with and subject to Company policy and authority contained in written directives of Senior Management of the Company as may be increased, decreased reasonably necessary or otherwise changed during the Employment Period, provided that appropriate in order to enable Executive to carry out the duties and responsibilities assigned of Executive's employment hereunder, (d) have the title set forth on Schedule I, (e) have Executive's principal office located at the Company's offices set forth on Schedule I, and (f) be entitled to office services and support commensurate with Executive's position, duties and responsibilities. Executive shall undertake such travel within or without the United States as is or may be reasonably necessary to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date performance of his duties hereunder or any location less than 20 miles from such location, although the Executive understands and agrees that he which may be required to travel from time to time for business purposesreasonably requested by Senior Management of the Company. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to will devote substantially all of his time Executive's business time, attention, and attention during normal business hours energies to the business and affairs performance of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the Executive's duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the , provided that Executive to serve on corporatemay engage in personal, civic or charitable boards or committeescharitable, deliver lectures, fulfill speaking engagements or teach at educational institutions professional and devote reasonable amounts of time investment activities to the management of his and his family's personal investments and affairs, so long as extent such activities do not significantly conflict or materially interfere with the performance ability of the Executive's responsibilities as an employee of the Company or its Affiliated Companies Executive to perform said duties and responsibilities. Subject to and in accordance with this AgreementFTI policy and procedures, Executive may serve as a member of the board of directors or other governing body of other entities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateExecutive, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities his duties hereunder, shall observe and adhere to the Company Company's code(s) of conduct and its Affiliated Companiesethics, and other corporate governance codes and policies as now existing or which may hereafter be adopted by the Company.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, Employee shall serve as the case Company's "Chief Executive Officer," and shall have such responsibilities and authority as may be, normally be exercised by a Chief Executive Officer of a similar company and shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The faithfully perform all duties and responsibilities assigned to the consistent with his position as Chief Executive may be increased, decreased or otherwise changed during the Employment Period, provided that Officer and the duties and responsibilities assigned relating to the Executive at business or operations of the Company (or its subsidiaries) as the Company's Board of Directors (the "Board of Directors"), any given time are not materially inconsistent with committee thereof or the Executive's statusChairman of the Board of Directors, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel direct from time to time for business purposestime. During Without limiting the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs generality of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently foregoing, it is anticipated that the Employee's primary duties and responsibilities assigned to him hereundershall be overseeing and directing the overall business and operations of the Company, including pursuing or reviewing potential financings, mergers and acquisitions, generating or approving business plans, establishing corporate strategy, pursuing or reviewing material commercial ventures and relationships, steering the Company's operations toward management approved forecasts and budgets, and advising the Board of Directors on material business matters affecting the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with In the performance of the ExecutiveEmployee's duties and responsibilities hereunder, the Employee shall regularly report to the Board of Directors. In addition, the Employee agrees to serve as an employee a director of the Company or its Affiliated Companies in accordance with this AgreementCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateConsistent therewith, the reinstatement or continued conduct Board of such activities (or Directors shall take all actions necessary to duly elect and appoint the reinstatement or conduct of activities similar in nature and scope thereto) subsequent Employee to the Effective Date shall not thereafter be deemed to interfere with the performance serve as a director of the Executive's Company, as soon as reasonably possible after the date hereof. The Employee will fulfill his duties and responsibilities to the Company hereunder from the then-current principal corporate office of the Company, currently located in New Haven, CT, or from the offices of the Company in and its Affiliated Companiesaround Fairfax County, Virginia. Employee understands that the Company's principal corporate office may be moved along the corridor between Greater New Haven, CT and New York City or the surrounding metropolitan area of New York City and, in such event and upon the Company's request, Employee agrees to primarily perform his duties and responsibilities from that office, provided, however, that regardless of whether the principal corporate office is located in New Haven, CT or in the corridor between Greater New Haven, CT and New York City or the surrounding metropolitan area of New York City, the Employee shall not be required by the Company to work from such principal corporate office more than 30 days per calendar quarter. Notwithstanding the foregoing, the Employee agrees to travel as is otherwise necessary, in the Board of Directors' reasonable determination, to fulfill his duties and responsibilities as set forth in this Agreement.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as the Vice President Shared Services (Information Technology, officesHuman Resources, titlesBusiness Services Center) of the Company and shall report directly to the Chief Executive Officer. As requested by Xxxxxx Group Limited (“Xxxxxx”), the Executive shall also be seconded to Xxxxxx as is necessary to perform faithfully and reporting requirements efficiently the duties, obligations and responsibilities as the Vice President Shared Services of Xxxxxx. The Executive shall report directly to the Chief Executive Officer of Xxxxxx in connection with the Executive’s duties as Vice President Shared Services of Xxxxxx. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Dateobligations and responsibilities of Executive to Xxxxxx. (b) The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to Xxxxxx.

Position and Duties. (a) During the Employment Period, the Executive's status, offices, titles, and reporting requirements with you will serve as Chief Science Officer of the Company or its Affiliated Companies or both(the “CSO”) and will have the usual and customary duties, responsibilities and authority of a person in such position and such other duties assigned to you by the Chief Executive Officer of the Company (the “CEO”) which are consistent with your position as CSO as you have performed in such position in the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding past and to the Effective Date. The duties and responsibilities assigned You will report directly to the Executive may be increasedCEO. You will devote your full working time, decreased or otherwise changed during the Employment Periodefforts and attention to, provided that and diligently and conscientiously perform the duties and responsibilities assigned of, such position. In addition to performing such duties for the Executive at any given time are not materially inconsistent with the Executive's statusCompany, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he you may be required to travel perform similar duties for the Company’s existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time for business purposesincluding, but not limited to, Tyme Inc., a Delaware corporation (such subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred to as the “Affiliates”). During You will be free to work on a remote basis. For the Employment Periodavoidance of doubt, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs you will remain as a member of the Company Board of Directors (the “Board”) and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance Chairman of the Executive's responsibilities Board effective as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, and the reinstatement or continued conduct Company shall cause you to be nominated as a member of such activities the Board at each annual meeting of stockholders of the Company during the Employment Period at which your Board seat is up for re-election (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent and, to the Effective Date extent the Company solicits proxies for an annual meeting at which you are up for election, to solicit proxies for your election to the Board at such meeting) and shall not thereafter be deemed use all reasonable efforts to interfere with have you appointed as the performance Chairman of the Executive's responsibilities to Board throughout the Employment Period. Notwithstanding the above, the principal place that you will perform your services for the Company and its Affiliated Companiesshall be consistent with your past practices.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with a material diminution of the Executive's status, offices, titles, titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his her time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him her hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his her and his her family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. (a) As of the date hereof, the Executive is employed as ________ and as such the Executive is responsible for the oversight and management of the ________________. During the Employment Period, (i) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least comparable in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the ninety (90-) day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (ii) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any at an office or location less than 20 twenty (20) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any (b) Excluding periods of vacation and vacation, sick leave and disability to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the The Executive to may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (iii) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreementresponsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany. 5.

Position and Duties. During the Employment Period, the Executive's statusExecutive will serve in the position set forth on Schedule A to this Agreement and will render such managerial, officesanalytical, titlesadministrative, financial and other executive services to, and reporting requirements with shall have such responsibilities on behalf of, the Company or and its Affiliated Companies or bothSubsidiaries, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesnecessary in connection with the management and affairs of the Company and its Subsidiaries, in each case subject to the authority of the Board of Directors of the Company (the “Board”) to define and limit such executive services. During the Employment PeriodThe Executive’s responsibilities shall include, and excluding any periods of vacation and sick leave to which the without limitation, those set forth on Schedule A attached hereto. The Executive is entitled, the Executive agrees to will devote substantially all of his business time and attention during normal business hours (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for Subsidiaries, provided that the Executive will be permitted to serve on corporate(i) serve, civic with the prior written consent of the Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of charitable boards or committeesorganizations, deliver lectures(ii) engage in charitable activities and community affairs, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of (iii) manage his and his family's personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii) so long as such activities do not significantly interfere to materially interfere, individually or in the aggregate, with the performance of the Executive's his duties and responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreementhereunder. It is expressly understood The Executive will perform his duties and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. The Executive will report to the person set forth on Schedule A or such other person as is determined by the Board. During the initial year of the Employment Period, the Executive shall have the right to determine if, and when, he will relocate to the Company’s designated office or facility. Thereafter, the Company and its Affiliated Companies.may require that the Executive relocate to the Company’s designated office or facility. The Company has agreed to pay associated moving costs as provided for on Schedule A.

Position and Duties. During The Executive will be employed by and will serve the Employment Period, Corporation as President and Chief Executive Officer (“CEO”) reporting directly to the Executive's status, offices, titles, Board of Directors of the Corporation (the “Board”). The Executive will be responsible for and reporting requirements perform the functions and duties commensurate with the Company position of CEO and any other duties or its Affiliated Companies or both, functions as may be assigned by the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned Corporation to the Executive in its sole discretion, provided such additional duties and functions reasonably relate to the CEO position. The Executive’s duties and functions may be increasedvaried from time to time by the Corporation, decreased or otherwise changed during at its sole discretion, provided such varied duties and functions reasonably relate to the Employment PeriodCEO position. The Executive will perform and carry out the Executive’s duties and functions, and provide such additional services as may be reasonably required, in such manner as the Corporation may from time to time direct. The Executive acknowledges and affirms that he will be employed by the Corporation in a fiduciary capacity, and as such will owe full fiduciary duties to the Corporation. The Corporation and Executive agree that the Executive will perform and carry out the Executive’s duties and functions remotely from his residence in British Columbia, provided that the duties and responsibilities assigned Executive may from time to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposespurposes in connection with his duties and functions as CEO or otherwise as reasonably directed by the Board. During The Executive further agrees to act as a director and/or officer of any of the Employment PeriodCorporation’s affiliates if so requested by the Board. All such directorships or offices shall be without any additional compensation or benefits, unless otherwise agreed to by the Board, in its sole discretion. Upon termination of the Executive’s employment for any reason whatsoever, the Executive will immediately resign all such directorships or offices held by the Executive in any affiliate of the Corporation, and excluding the Executive agrees that the Executive will be deemed to have resigned such directorships and offices on the date that the Executive’s employment with the Corporation ends. The Corporation is hereby authorized as the Executive’s attorney-in-fact to execute any periods documents necessary to complete such resignations, with the same force and effect as if executed and delivered by the Executive. The Executive will not be entitled to receive any severance payment or other compensation or benefits for the resignation of vacation and sick leave such directorships or offices. This Agreement will continue to which apply in the event that the Executive is entitled, the Executive agrees transferred to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere any other position with the performance of Corporation and notwithstanding any changes in the Executive's responsibilities as an employee ’s compensation, duties, functions, reporting relationship or other terms and conditions of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesemployment.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as a Vice President of the Company and shall report directly to the Chief Executive Officer. As requested by Xxxxxx Group Limited (“Xxxxxx”), officesthe Executive shall also be seconded to Xxxxxx for such periods as are necessary to perform faithfully and efficiently the duties, titles, obligations and reporting requirements responsibilities as the Vice President Strategy and Development of Xxxxxx. The Executive shall report directly to the Chief Executive Officer of Xxxxxx in connection with the Executive’s duties as Vice President Strategy and Development of Xxxxxx. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Dateobligations and responsibilities of Executive to Xxxxxx. The (b)The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to Xxxxxx.

Position and Duties. During The Executive shall be employed by the Employment PeriodCompany and shall serve as Executive Vice President, Corporate Development and Strategy and General Counsel of Patheon, with such authority, duties and responsibilities as are commensurate with such position, reporting to the Chief Executive Officer. In addition, the Executive will be a member of the Patheon Group’s Executive Committee and will become an officer of Patheon and of any members of the Patheon Group, as may be requested. The Executive shall also be responsible for the functions and responsibilities set out in the Position Description attached hereto as Schedule A. The location of the Executive's status, ’s employment will be the Company’s Raleigh/Durham offices, titleslocated at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx Xxxxxxxx 00000, XXX, or such other location where the principal executive offices may be relocated from time to time by the Company. The Executive will be permitted to commute to the Company’s Raleigh/Durham offices from his primary residence in Boston, Massachusetts. The Executive will be expected to be at the Company’s Raleigh/Durham offices or any other offices of the Company or otherwise engaged in the performance of his duties at least five days per week, subject to required business travel, vacation and holidays. In lieu of Patheon’s standard relocation benefits, Executive will be entitled to a lump sum payment of $75,000 (subject to tax withholdings required by federal, state, and reporting requirements local laws). This amount will be treated as taxable income and will be paid within thirty (30) days after the Effective Date (assuming the Executive continues to be employed by Patheon at such time). If the Executive’s employment is terminated other than (i) for Good Reason (as defined below) or (ii) without Cause (as defined below) by the Company, before the first (1st) anniversary of the Effective Date, he will repay to the Company within thirty (30) days of the Date of Termination, a pro rata portion of the lump sum payment, based on the number of months remaining to the first (1st) anniversary of the Effective Date from the Date of Termination (by way of example, if the Date of Termination would occur with six (6) months remaining until the first (1st) anniversary of the Effective Date, then the Executive would repay fifty percent (50%) of the lump sum payment to the Company). The indicated repayment amount is not subject to offset or any other reduction for any prior withholdings or deductions (i.e., tax withholdings). In addition, a second lump sum payment of $75,000 (subject to tax withholdings required by federal, state, and local laws) will be paid within thirty (30) days after the first (1st) anniversary of the Effective Date (assuming the Executive continues to be employed by Patheon at such time). This amount will be treated as taxable income. If the Executive’s employment is terminated other than (i) for Good Reason (as defined below) by the Executive or (ii) without Cause (as defined below) by the Company, before the second (2nd) anniversary of the Effective Date, he will repay to the Company, within thirty (30) days of the Date of Termination, a pro rata portion of the second lump sum payment, based on the number of months remaining to the second (2nd) anniversary of the Effective Date from the Date of Termination (by way of example, if the Date of Termination would occur with six (6) months remaining until the second (2”d) anniversary of the Effective Date, then the Executive would repay fifty percent (50%) of the second lump sum payment to the Company). The indicated repayment amount is not subject to offset or any other reduction for any prior withholdings or deductions (i.e., tax withholdings). Notwithstanding the above, in the event that the Executive’s employment is terminated without Cause (as defined below) or terminated by the Executive for Good Reason (as defined below) at any time during the six (6) month period following a Change in Control (as defined below), the lump sum payments will cease to be subject to the claw-back provisions, and the Executive will not be required to repay any portion thereof to the Company or its Affiliated Companies or both, as successor. Upon the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned Executive’s relocation to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90Raleigh-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies Durham area in accordance with this Agreement. It is expressly understood and agreed , the Executive will be entitled to a relocation package equal to no less than the then standard relocation package in North America for executives at the same level as the Executive in the Company, provided that any amount reimbursable thereunder will be modified in a mutually agreeable manner, giving consideration to the extent that any such activities have been conducted by total amount paid to the Executive prior pursuant to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesthis Section 2.2.

Position and Duties. During the Employment Periodterm of your employment under this Agreement, you shall serve as Interim Chief Executive Officer of the Executive's status, offices, titles, Company. Your duties and reporting requirements with authority as Interim Chief Executive Officer shall be prescribed by the Company or its Affiliated Companies or both, as the case may be, Board and shall be commensurate with those in effect during of a chief executive officer of a company of comparable size and with a similar business as the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Periodterm of your employment under this Agreement, you will report directly to the Board and excluding any periods of vacation will devote your full business time, energy, experience and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours talents to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period Affiliates (as defined below); provided, that it shall not be a violation of this Agreement for the Executive you to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (i) manage your personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as you may reasonably select or (ii) continue to provide services to CGI Windows & Doors, Inc. (“CGI”) as a non-employee consultant at the same level as such services are being provided by you immediately prior to the Start Date, in each case so long as such activities do service does not significantly materially interfere with the performance of your duties hereunder. During the Executive's responsibilities term of your employment under this Agreement, you will also continue to serve as an employee a member of the Company or its Affiliated Companies Company’s Board of Directors (the “Board”), the Board of Directors of Associated Materials Incorporated (the “Holdings Board”) and the Board of Directors of Associated Materials Group, Inc. (the “Parent Board”); provided your annual and committee retainers for 2014 shall be paid to you on a prorated basis by multiplying such retainers by a fraction, the numerator of which is the number of days in accordance with 2014 on which you serve as a director and are not employed under this Agreement. It Agreement and the denominator of which is expressly understood 365 and agreed that to the extent that any such activities have been conducted grant date fair market value of your Annual Stock Grant for 2014 (as defined in Associated Materials Group, Inc.’s (“Parent”) Non-Employee Director Compensation Policy) shall be calculated by multiplying $90,000 by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiessame fraction.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with The Executive be employed by the Company or its Affiliated Companies or bothand shall serve as President, as Global Pharmaceutical Development Services of the case may beCompany, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The such authority, duties and responsibilities assigned as are commensurate with such position, reporting to the Chief Executive Officer. In addition, the Executive will be a member of the Patheon Group’s Executive Committee and will become an officer of Patheon and of any members of the Patheon Group, each as may be increased, decreased or otherwise changed during requested. The Executive shall also be responsible for the Employment Period, provided that the duties functions and responsibilities assigned to set out in the Executive at any given time are not materially inconsistent with Position Description attached hereto as Schedule A. The location of the Executive's status, ’s employment will be the Company’s Raleigh/Durham offices, titleslocated at 4000 Xxxxxxx Xxxxxxxxx, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the Xxxxx 000, Xxxxxx, Xxxxx Xxxxxxxx 00000, USA], or such other location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he principal executive offices may be required to travel relocated from time to time for business purposesby the Company. During the Employment Period, and excluding any periods of vacation and sick leave The Executive will be required to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours relocate to the business and affairs Raleigh/Durham area as a condition of employment. The Executive will be eligible for relocation assistance in accordance with the attached North American Tier 1 program. The move must be completed prior to the ninth (9th) month anniversary of the Company and its Affiliated Companies and Effective Date (the “Relocation Date”). The Executive will be permitted to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time commute to the management of Company’s Raleigh/Durham offices from his and his family's personal investments and affairsprimary residence in Menomonee Falls, so long as such activities do not significantly interfere with WI, until the performance of Relocation Date. The Executive will be expected to be at the Executive's responsibilities as an employee Company’s Raleigh/Durham offices or any other offices of the Company or its Affiliated Companies otherwise engaged in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of his duties at least five days per week, subject to required business travel, vacation and holidays. For the initial six (6) months of the Executive's responsibilities ’s employment term, (i) Executive will be entitled to a reasonable housing allowance from the Company for the cost of housing arrangements in the Raleigh/Durham area and its Affiliated Companies(ii) the Company will pay for or reimburse travel expenses related to Executive’s weekly commute between Menomonee Falls, WI and the Raleigh/Durham area; provided that the foregoing amounts may be treated as taxable income.

Position and Duties. During the Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer of the Company, and shall report solely and directly to the Company's President and Chief Executive Officer and the Board of Directors of the Company (the "Board"). Executive shall have those powers and duties normally associated with the position of Executive Vice President and Chief Financial Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executive's statusposition as Executive Vice President and Chief Financial Officer of the Company. Executive shall devote as much of his working time, officesattention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. Notwithstanding the above, titlesExecutive shall be permitted, and reporting requirements to the extent such activities do not substantially interfere with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The performance by Executive of his duties and responsibilities assigned hereunder to (i) manage Executive's personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executive's continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date shall be deemed not to interfere with the performance by Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the of his duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, under this Agreement) and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date (iii) deliver lectures or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesfulfill speaking engagements. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs shall also serve as a director of the Company and its Affiliated Companies and Company. If X. Xxxxx Xxxx ceases to use his reasonable best efforts to perform faithfully and efficiently serve as Chairman of the duties and responsibilities assigned to him hereunder. During Board at any time during the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management by reason of his and his family's personal investments and affairsdeath or incapacity, so long as such activities do not significantly interfere with it is the performance intention of the Executive's responsibilities Board, that either Xxxx Xxxx or Xxxxxxx Xxxx shall be appointed as an employee the Chairman of the Company or Board, subject only to its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities fiduciary duties to the Company and its Affiliated Companiesstockholders and applicable law, shall take all action necessary to carry out such intention. If Xxxx Xxxx ceases to serve as President and Chief Executive Officer of the Company at any time during the Employment Period by reason of his death or incapacity, it is the intention of the Board, that Xxxxxxx Xxxx shall be appointed as the President and Chief Executive Officer of the Company, subject only to its fiduciary duties to the Company and its stockholders and applicable law, shall take all action necessary to carry out such intention.

Position and Duties. During Beginning on the Effective Date and continuing until the first business day following the Company’s filing with the Securities Exchange Commission (“SEC”) of its annual report on Form 10-K for 2013, the Executive shall serve as the Executive Vice President, Finance. On the first business day following the Company’s filing of its annual report on Form 10-K with the SEC and during the remaining Employment Period, the Executive's statusExecutive shall serve as the Executive Vice President, officesChief Financial Officer and Treasurer of the Company, titleswith the duties, authority and reporting requirements responsibilities as are commensurate with such position and as are customarily associated with such position. Executive shall hold such other positions in the Company or its Affiliated any of the other Parking Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel him from time to time for business purposesby the Chief Executive Officer of the Company or his designee. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive’s reasonable best efforts to perform carry out such responsibilities faithfully and efficiently efficiently. The Executive shall not, during the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation term of this Agreement for Agreement, engage in any other business activities that will interfere with the Executive’s employment pursuant to this Agreement, it being agreed that the Executive to serve on corporatemay engage in, civic and may retain any fees payable as a result of, speaking or charitable boards writing activities or committeesservice as a director of a non-competing company (provided, deliver lectureshowever, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts that the Executive’s acceptance of time any such directorship shall be subject to the management prior approval of his and his family's personal investments and affairs, the Company’s Chief Executive Officer) so long as such activities engagements do not significantly interfere with the performance of the Executive's ’s employment and duties pursuant to this Agreement. Executive shall discharge his duties and responsibilities as an employee of the Company or its Affiliated Companies under this Agreement in accordance with this Agreement. It is expressly understood the Company’s Code of Conduct presently in effect or as amended and agreed that modified from time to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiestime hereafter.

Position and Duties. As of the Effective Date and for the Base Term, the Executive shall be employed by the Company as President and Chief Executive Officer of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which shall be those normally inherent in such capacity in U.S. publicly held corporations of similar size and character. During the Employment Period, Ancillary Term the Executive's status, offices, titles, and reporting requirements with Executive shall serve the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned an advisor to the Executive may be increasedsenior executives of the Company with respect to strategy, decreased or otherwise changed during the Employment Period, provided that the duties management development and responsibilities assigned to the Executive at any given time are not materially inconsistent other matters consistent with the Executive's status, offices, titles, ’s experience and reporting requirements expertise and consistent with the Executive’s having completed the Base Term as in effect during Chief Executive Officer of the 90-day period immediately preceding the Effective DateCompany. The Executive's services shall be performed at Executive agrees and acknowledges that, in connection with his employment relationship with the location where Company, the Executive was employed immediately preceding owes fiduciary duties to the Effective Date or any location less than 20 miles from such location, although the Executive understands Company and agrees that he may be required to travel from time to time for business purposeswill act accordingly. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledBase Term, the Executive agrees to devote substantially all his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his time and attention during normal ability to further the best interests of the Company. The Executive shall not engage in any other business hours activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the business and covenants of Section 9 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the Company and its Affiliated Companies and companies in which such investments are made. Further, subject to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for Section 9 herein, the Executive to may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts as a director of time to the management of his and his family's personal investments and affairs, other companies so long as such activities do service is not significantly detrimental to the Company and does not interfere with his service to the performance Company and so long as such service does not present the Executive with a conflict of interest. During the Ancillary Term, the Executive agrees at such times as requested (with such requests to be commercially reasonable) to advise the senior executives of the Company; provided however, the parties agree that the Executive shall not be required to provide services for more than fifteen days per year (including time in which Executive serves as a director). The parties may, by mutual agreement, increase the time Executive shall provide such services during the Ancillary Term. In keeping with the Executive's responsibilities ’s fiduciary duties to the Company, the Executive agrees that he shall not knowingly, directly or indirectly, become involved in any Conflict of Interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts known to him which might involve any reasonable possibility of a Conflict of Interest. For purposes of this paragraph, Conflict of Interest on the part of the Executive shall be defined as: (a) ownership of a material interest in, acting in any material capacity for, or accepting directly or indirectly any material payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (b) misuse of information or facilities to which the Executive has access in a manner which will be materially detrimental to the Company’s interest; (c) disclosure or other misuse of material Confidential Information (as defined in Section 9); (d) acquiring or trading in, directly or indirectly, other properties or interests material to the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (e) the appropriation to the Executive or the diversion to others, directly or indirectly, of any material opportunity in which it is known or could reasonably be anticipated that the Company would be interested; or (f) the ownership, directly or indirectly, of a material interest in an employee of enterprise in competition with the Company or its Affiliated Companies dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere competition with the performance of the Executive's responsibilities to the Company and or its Affiliated Companiesdealers or distributors.

Position and Duties. During the Employment Period, the Executive's status, offices, titlesEmployee shall serve as the Company’s “Chief Executive Officer,” responsible for directing the overall business and operations of the Company, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The faithfully perform all duties and responsibilities assigned to the consistent with his position as Chief Executive may be increased, decreased or otherwise changed during the Employment Period, provided that Officer and the duties and responsibilities assigned relating to the Executive at business or operations of the Company (or its subsidiaries) consistent with his position as a senior executive officer as the Company’s Board of Directors (the “Board of Directors”), any given time are not materially inconsistent with committee thereof or the Executive's status, offices, titles, and reporting requirements as in effect during Chairman of the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he Board of Directors may be required to travel direct from time to time for business purposestime. During Without limiting the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs generality of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently foregoing, it is anticipated that the Employee’s primary duties and responsibilities assigned to him hereundershall be overseeing and directing the overall business and operations of the Company, including pursuing or reviewing potential financings, mergers and acquisitions, generating or approving business plans, establishing corporate strategy, pursuing or reviewing material commercial ventures and relationships, steering the Company’s operations toward management approved forecasts and budgets, and advising the Board of Directors on material business matters affecting the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with In the performance of the Executive's Employee’s duties and responsibilities hereunder, the Employee shall regularly report to the Board of Directors. In addition, the Employee agrees to serve as an employee a director of the Company, and, subject to the fiduciary duties of its directors, the Company agrees to use its best efforts to nominate and cause the Employee to be elected as a director of the Company as soon as reasonably possible on or its Affiliated Companies in accordance with this Agreementafter the date hereof. It is expressly understood The Employee will fulfill his duties and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company hereunder from his residence office currently located in Campton, New Hampshire, or at such location in the Northeastern United States as he reasonably determines. Notwithstanding the foregoing, the Employee agrees to travel as is otherwise necessary, in the Board of Directors’ reasonable determination, to fulfill his duties and its Affiliated Companiesresponsibilities as set forth in this Agreement.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with a material diminution of the Executive's status, offices, titles, titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Effective

Position and Duties. During the Employment Period, the Executive's statusExecutive shall serve as the President and Chief Executive Officer of the Company. In such capacity, offices, titles, and reporting requirements with the Executive shall report directly to the Board of Directors of the Company or its Affiliated Companies or both, as (the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes“Board”). During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledshall have the duties, responsibilities and authority as shall be consistent with the Executive’s position and such other duties, responsibilities and authority as may be assigned to the Executive from time to time by the Board. For the avoidance of doubt, the Executive’s duties hereunder may include, without limitation, performing work for, and participating in activities related to, Enfission, LLC (“Enfission”). During the Employment Period, the Executive agrees to shall devote substantially all of his time the Executive’s business efforts to the performance of the Executive’s duties hereunder and attention during normal business hours to the advancement of the business and affairs of the Company and its Affiliated Companies Enfission, provided that in no event shall this sentence prohibit the Executive from creating and managing his personal and family investments or participating in activities involving professional, charitable, educational or religious organizations, so long as such personal or family investments and other activities (i) do not interfere with the Executive’s duties hereunder or violate any of the provisions of Section 8 herein, and (ii) comply with the Company’s Code of Business Conduct and Ethics and other policies of the Company as in effect from time to use his reasonable best efforts time. The Executive may serve on the board of directors of other publicly-traded companies with the prior written approval of the Board, provided that the Executive agrees to perform faithfully and efficiently resign such service in the event the Board reasonably determines that such service interferes with the Executive’s duties and responsibilities assigned to him hereunder. During the Employment Period it Period, the Company shall not be a violation of this Agreement for cause the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time be nominated for election to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance Board at each meeting of the Executive's responsibilities as an employee shareholders of the Company or its Affiliated Companies where the election of the members of the Board is included in accordance with this Agreement. It is expressly understood and agreed the purposes of such meeting, unless the Executive has otherwise notified the Company that the Executive does not intend to stand for re-election to the extent that Board. The Executive shall not receive any such activities have been conducted additional compensation for services as a member of the Board. The Executive shall, if requested by the Executive prior to the Effective DateBoard, the reinstatement also serve as an officer or continued conduct director of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance any affiliate of the Executive's responsibilities to the Company and its Affiliated Companiesfor no additional compensation.

Position and Duties. During Executive shall continue to serve as Chief Executive Officer of the Employment Period, Company and Holdings until the Executive's status, offices, titlesdate on which the Company and Holdings hire a new Chief Executive Officer to succeed him, and reporting requirements with thereafter shall continue as an employee of the Company or its Affiliated Companies or both, as and Holdings in the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesposition of Chairman. During the Employment Period, Executive shall report solely and excluding any periods directly to the Board of vacation Directors (the “Board”) of Holdings. Executive’s powers and sick leave to duties as Chief Executive Officer of the Company and Holdings until the date on which the Company and Holdings hire a new Chief Executive is entitledOfficer to succeed him shall remain consistent with the powers and duties previously held by Executive in the position of Chief Executive Officer. As Chairman, Executive shall have the powers and duties as set forth in Appendix A and such other duties and responsibilities as are consistent with Executive’s position as Chairman as may be mutually agreed upon by Executive agrees and the Board of Holdings from time to devote substantially time. Executive shall be provided with all the support as shall be appropriate to perform the duties of his time positions provided herein, including, but not limited to: his office space, stenographic and secretarial assistance and use of the Company-provided aircraft, all as otherwise provided in Section 5 of this Agreement. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the business and affairs Company. In particular, but not in limitation of the foregoing, following the date on which Executive ceases to act as Chief Executive Officer of the Company and its Affiliated Companies and Holdings, it is the expectation of the parties that Executive shall work no less than 20% per month, on average of the average level of services Executive performed over the preceding thirty-six (36) month period. Notwithstanding the above, Executive shall be permitted, to use the extent such activities do not substantially interfere with the performance by Executive of his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned hereunder or violate Section 11 hereof, to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on corporate, civic or charitable boards or committees or on the Board of Directors of other companies and their committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time subject to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is Section 11(b) herein (it being expressly understood and agreed that Executive’s continuing to the extent that serve on any such activities have been conducted by the boards and/or committees on which Executive prior to the Effective Dateis serving, the reinstatement or continued conduct with which Executive is otherwise associated, as of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, Executive shall also serve as a member of the Executive's responsibilities to Board and as Chairman of the Board of both the Company and its Affiliated CompaniesHoldings.

Position and Duties. (i) During the Employment Period, the Company agrees to employ the Executive as Vice President-U.S. PET Resins, or in such other capacity as the Company may designate, provided that during the Change of Control Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the location and in no event shall Executive understands and agrees that he may be required to travel from time to time for business purposesoutside such location more often than 45 days in any calendar year. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Change of Control Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Company. (b)