Common use of Position and Duties Clause in Contracts

Position and Duties. (i) the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of with the duties and responsibilities customarily assigned to such position and such other duties and responsibilities as the Board of Directors of or the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Company shall from time to time assign to the Executive.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and shall have the duties, with such authority, duties responsibilities and responsibilities as are commensurate and authority consistent with such position that are designated by the Board, subject to the direction and as described in Exhibit B hereto;supervision of the Board.

Position and Duties. (i) During the Term, the Executive shall serve be employed as a member of the Board of Directors President of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such corresponding authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;responsibilities.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member the President, Chief Executive Officer and Chairman of the Board of Directors of Holdings and the Company and as Chairman shall have the normal duties, responsibilities and authority of such positions, subject to any limitations imposed by the bylaws of Holdings or the Company and to the power of the Board boards of directors of Holdings and Chief Executive Officer the Company to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Executive.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member the Chief Financial Officer of Employer and its Subsidiaries and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer and the Board to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Chief Financial Officer.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member the Managing Director of Employer and its Subsidiaries and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer and the Board to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Executive.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and shall have the normal duties, with responsibilities and authority of the Chief Executive Officer, subject to the power of the Board to expand or limit such authorityduties, duties responsibilities and responsibilities as are commensurate authority and consistent with such position and as described in Exhibit B hereto;to override actions of the President.

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board 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. The Executive agrees and acknowledges that, in connection with such authorityhis employment relationship with the Company, the Executive owes fiduciary duties to the Company and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;will act accordingly.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors senior executive of the Company with respect to the Business and as Chairman shall have the normal duties, responsibilities and authority of an executive officer in such position, subject to the power of the Board and Company's board of directors (the "Company Board") or the Company's Chief Executive Officer or other senior executive designated by the Company's Chief Executive Officer (the "Company CEO") to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Executive.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and of the Partnership, with such the appropriate authority, duties and responsibilities as are commensurate and consistent with attendant to such position and as described in Exhibit B hereto;any other duties commensurate with the position of Chief Executive Officer of the Company and of the Partnership that may be reasonably assigned by the Company’s Board of Directors (the “Board”). The Executive shall report solely to the Board. The Company shall cause the Executive to be nominated for election to the Board during the Employment Period.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member Chairman of the Board of Directors of the Company and as Chairman of the Board Directors, President and Chief Executive Officer of the Company, Company with such the appropriate authority, duties and responsibilities attendant to such positions. Executive shall also serve, at the request of the Company, as are commensurate a Director of the Company and consistent with such position and as described in Exhibit B hereto;each of its subsidiaries.

Position and Duties. (i) the The Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the Company, with such the appropriate authority, duties and responsibilities as are commensurate and consistent with attendant to such position and as described in Exhibit B hereto;positions.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be Chief Executive Officer of the Company with such duties and responsibilities as a member of are assigned to him by the Board of Directors of the Company and (the “Board”) consistent with his position as Chairman of the Board and Chief Executive Officer of the Company, with such authorityincluding, duties as the Board may request, without additional compensation, to serve as an officer or director of certain subsidiaries and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;other affiliated entities of the Company.

Position and Duties. (ia) Unless otherwise mutually agreed, during the Employment Period the Executive shall serve as a member of the Board of Directors Chief Executive Officer of the Company and shall have such responsibilities and authority as Chairman may from time to time be assigned to the Executive by the Company’s Board of the Board and Directors consistent with his position as Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (i) 1.3.1 During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Company’s Chief Executive Officer and shall have the duties, responsibilities, and authority customary for such a position in an organization of the size and nature of the Company, with subject to the Company’s Board of Directors or its designee (collectively, the “Board”) ability to expand, change or limit such authorityduties, duties responsibilities, and responsibilities as are commensurate and consistent with such position and as described authority in Exhibit B hereto;their sole discretion.

Position and Duties. (i) Commencing on the date hereof and continuing during the Employment Period, the Executive shall serve as a member of the Board of Directors President of the Company under the supervision and as Chairman direction of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Financial Officer of the Company. The Executive shall serve and perform such other duties, with such authorityfunctions, duties responsibilities, and responsibilities authority as are commensurate from time to time delegated to the Executive by the Board or the Company’s Chief Executive Officer; provided, however, that such duties, functions, responsibilities, and consistent with such position authority are reasonable and as described customary for a person serving in Exhibit B hereto;the same or similar capacity of an enterprise comparable to the Company.

Position and Duties. (ia) During the Employment Period (as defined below), Executive shall serve as a member of an advisor to the Chief Executive Officer (the “CEO”) and the Board of Directors (the “Board”) of Parent and the Company. Executive will report to, and be subject to the overall direction and authority of the Company CEO and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be employed by the Company, and shall perform such duties and responsibilities of an executive nature as a member of may be determined from time to time by the Company's Board of Directors of (the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;"Board") or its lawfully designated representative.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as a member Chairman of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, in each case with such authority, duties and responsibilities as are commensurate customarily assigned to such positions, and consistent with such position other duties and responsibilities not inconsistent therewith as described in Exhibit B hereto;may from time to time be assigned to him by the Board of Directors of the Company (the “Board”).

Position and Duties. (a) During the Employment Period, the Executive shall (i) the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Financial Officer of the Company, with such authority, power, duties and responsibilities as are commensurate and consistent with such position and as described are customarily exercised by a person holding such position in Exhibit B hereto;a company of the size and nature of the Company and (ii) report directly to the Chief Executive Officer of the Company (the “CEO”).

Position and Duties. (i) During the Employment Period, Executive shall serve as a member the Chief Technology Officer of Employer and its Subsidiaries and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer and the Board to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Executive.

Position and Duties. (i1) During Term, the Executive shall serve as Chief Executive Officer and President and, in so doing, shall perform the duties and responsibilities consistent with the position set forth above in a member company of the size and nature of the Company, and such other duties, responsibilities, and authority assigned to the Executive from time to time by the Board of Directors of the Company and as Chairman (the “Board”) or such other officer of the Board and Chief Executive Officer of company as shall be designated by the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company. As Chief Executive Officer, with such authoritythe Executive shall be responsible for establishing, duties alongside the Company’s Chief Financial Officer (“CFO”) and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;board of directors (the “

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with and in connection therewith Executive shall render such authorityadministrative, duties financial and other executive and managerial services to the Company and its subsidiaries and have the responsibilities as and authority which are commensurate and consistent with Executive’s position, subject to the power and authority of the Company’s Board of Directors (the “Board”) to expand or limit such position duties, responsibilities, functions and as described in Exhibit B hereto;authority.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of on the Board of Directors of the Company (the "Board") and as Chairman of shall have the Board following duties, responsibilities and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;obligations:

Position and Duties. (i) During the Employment Period, Executive shall serve as a member Chief Executive Officer and President of the Company and Independent Bank and Chairman of the Board of Directors (the “Board”) of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyIndependent Bank, with such authority, duties and responsibilities authority as are commensurate and consistent customarily associated with such position positions in public companies. Executive shall report solely and as described in Exhibit B hereto;directly to the Board of the Company and Independent Bank.

Position and Duties. During the Term, the Executive: (i) the Executive shall serve as a member the Chief Operating Officer of the Board of Directors of the Company Company, with responsibilities, duties and as Chairman of the Board and authority customary for such positions, subject to direction by Chief Executive Officer of the Company, ; (ii) shall report to the Chief Executive Officer of the Company; (iii) shall devote substantially all the Executive’s working time and efforts to the business and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with such authority, duties the Company’s rules and responsibilities policies as are commensurate and consistent with such position and as described in Exhibit B hereto;adopted by the Company from time to time.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member the General Counsel of Employer and its Subsidiaries and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer and the Board to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Executive.

Position and Duties. (i) During the Employment Period, (A) the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company_______, with such authority, duties and responsibilities as are commensurate assigned to the Executive on the Effective Date and as may be consistent with such position as may be assigned to him by the Chief Executive Officer of the Company and as described (B) the Executive's services shall be performed at any Company office located in Exhibit B hereto;the Midwestern United States.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member the President and Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority of the President and Chief Executive Officer, subject to the ultimate authority of the Board of Directors of the Company and as Chairman of (the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;"Board").

Position and Duties. (ia) During the Executive Employment Period, Employee shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authorityand shall have the usual and customary duties, responsibilities and authority of a Chief Executive Officer. Employee acknowledges and agrees that he shall perform his duties and responsibilities as are commensurate faithfully and consistent with such position and as described to the best of his abilities in Exhibit B hereto;a businesslike manner.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with Company and shall perform such authority, duties and responsibilities as are commensurate usual and consistent with customary for such position positions and such other duties as described in Exhibit B hereto;the board of directors (the “Board”) of Parent shall from time to time reasonably assign to Executive. Executive shall report directly to the Board.

Position and Duties. (i) During the term of the Executive's employment, the Executive shall serve as a member of the Board of Directors Co-Chief Operating Officer of the Company and, in so doing, shall perform normal duties and as Chairman responsibilities associated with such position, subject to the general direction, approval and control of the Board President and Chief Executive Officer (or its equivalent) and the Board of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Directors.

Position and Duties. (a) During the Employment Period, the Executive shall (i) the Executive shall serve as a member of the Board of Directors of the Company in the capacity of Chief Financial Officer (“CFO”) and as Chairman of the Board Executive Vice President, and Chief Executive Officer of the Company(ii) have such duties, with such authority, duties responsibilities and responsibilities as are commensurate and authorities consistent with such his position and as described in Exhibit B hereto;the Company’s CEO or his or her designee may from time to time confer and direct (collectively, the “Duties”).

Position and Duties. (ia) During the Executive shall serve as a member of Employment Period, the Board of Directors of the Company Executive's position (including status, offices, titles and as Chairman of the Board and Chief Executive Officer of the Companyreporting requirements), with such authority, duties and responsibilities as shall be those which are commensurate and consistent with such position and as described in Exhibit B hereto;reasonably assigned to him by the Chief Executive Officer or the President of the Company.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of each of the CompanyCompany and of Lazard Group, with such authority, duties and responsibilities as are commensurate and consistent with such position positions, and shall serve as described in Exhibit B hereto;a member of the Company’s Board of Directors (the “Board”).

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, Company and shall have duties and responsibilities as are commensurate and substantially consistent with such position those Executive held while President of Raytheon Commercial Laundry, and as described in Exhibit B hereto;otherwise shall have the normal duties, responsibilities and authority of a Chief Executive Officer, subject to the overall discretion and authority of the Board.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Operating Officer of the CompanyEmployer and shall have the normal duties, with responsibilities and authority implied by such authority, position and such other duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;assigned by the Chief Executive Officer and/or his or her designee.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member occupy the positions and have the title with the Company that are in effect for Executive on the date hereof (the "Current Position") and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Company's Chief Executive Officer and Board of Directors of (the Company "Board") to expand or limit such duties, responsibilities and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties either generally or in specific instances, and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;to override actions of Executive.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer [ ] of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s positions as [ ] of the Company, and shall have such authority, duties and responsibilities as are commensurate and assigned to the Executive by the Board consistent with such the Executive’s position and as described in Exhibit B hereto;[ ] of the Company.

Position and Duties. (ia) Commencing on the date hereof and continuing during the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of each of the Company and such other members of the Company Group as the Board shall determine and shall have the typical duties, responsibilities and authority of a Person serving in such capacities in an organization of similar size and structure as the Company, with subject in each instance to the supervision and direction of the Board or such authority, duties and responsibilities Person as are commensurate and consistent with the Board may designate. Executive shall report directly to the Board or to such position and other Person as described in Exhibit B hereto;the Board may designate.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Chairman and CEO of the Company and, subject to the direction of the Board, shall have full authority for management of the Company and all its operations, financial affairs, facilities and investments. The Executive shall serve as a member of the Board of Directors Board, and shall act as the duly authorized representative of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (ia) During the Employment Period, Executive shall serve perform such duties for the Company, its affiliates and its Subsidiaries as a member of the Board of Directors of the Company and as Chairman of the Board and Company's Chief Executive Officer or other Company officer to whom Executive reports may from time to time direct. Executive shall be a Vice President of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member senior executive of the Board of Directors of Company, reporting to either the Company and as Chairman of the Board and Chief Executive Officer or Chairman of the Company, with such appropriate authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;responsibilities. The Executive shall serve on the Company's Board of Directors during the Employment Period.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Corporation’s Chairman of the Board and Board, Chief Executive Officer or both as determined by the Board from time to time. While Executive holds the position of Chairman of the CompanyBoard, with such authorityChief Executive Officer or both, Executive shall be considered an Executive and an officer of the Corporation, obligating Executive and the Corporation to the rights and duties inherent in an employment relationship. Executive shall be based at his primary residence (currently California) during the Employment Period and responsibilities shall travel as are commensurate and consistent with such position and as described in Exhibit B hereto;required to perform his duties under this Agreement.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be Chief Executive Officer of the Company with such duties and responsibilities as a member of are assigned to him by the Board of Directors of the Company and (the "Board") consistent with his position as Chairman of the Board and Chief Executive Officer of the Company, with such authorityincluding, duties as the Board may request, without additional compensation, to serve as an officer or director of certain subsidiaries and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;other affiliated entities of the Company.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member the Chief Operating Officer of Employer and its Subsidiaries and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer and the Board to expand or limit such duties, responsibilities and authority and to override actions of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Executive.

Position and Duties. (i) During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a member of the Board of Directors of the Company and as Chairman of with the Board and Chief Executive Officer of the Company, with such appropriate authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;attendant to such

Position and Duties. (ia) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Co-Chief Executive Officer of the CompanyCompany and shall have the normal duties, with such authorityresponsibilities and authority of the Co-Chief Executive Officer, duties subject to the power of the board of directors of the Company (the "Board") and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;the powers delegated to the Executive's superiors (if any) by the Board.

Position and Duties. (ia) the Executive Employee shall serve as a member of the Board of Directors an Executive Director of the Company and as shall have the normal duties, responsibilities and authority of an Executive Director, subject to the overall discretion and authority of the Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors Chief Financial Officer of the Company and as Chairman of shall have the Board duties, responsibilities and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and authority consistent with such position that are designated by the President, subject to the direction and as described in Exhibit B hereto;supervision of the President.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors Chief Operating Officer of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with shall perform such authority, duties and responsibilities as are commensurate usual and consistent with customary for such position and such other duties as described in Exhibit B hereto;the Company shall from time to time reasonably assign to the Executive. The Executive shall report directly to the Chief Executive Officer.

Position and Duties. (ia) During the Employment Period , the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the Company, reporting to the Board, with such authority, duties and responsibilities as are commensurate customarily assigned to such positions, and consistent with such position other duties and responsibilities not inconsistent therewith as described in Exhibit B hereto;may be assigned to him from time to time by the Board.

Position and Duties. During the Term, the Executive: (i) the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authorityresponsibilities, duties and responsibilities authority customary for such positions, subject to direction by Chief Executive Officer of the Company; (ii) shall report to the Chief Executive Officer of the Company; (iii) shall devote substantially all the Executive’s working time and efforts to the business and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the Company’s rules and policies as are commensurate and consistent with such position and as described in Exhibit B hereto;adopted by the Company from time to time.

Position and Duties. (ia) Unless otherwise mutually agreed, during the Employment Period the Executive shall serve as a member of the Board of Directors Chief Executive Officer of the Company and as the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as Chief Executive Officer of the Company, with such authority, duties Company and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Chairman of the Board.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company. In this capacity, with such authoritythe Executive shall have the duties, duties authorities and responsibilities that are reasonably associated with the Executive’s position as are commensurate and consistent with such position and as described in Exhibit B hereto;the Chief Executive Officer. The Executive will report directly to the board of directors of the Company (the “Board”).

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors President of the Company and as shall have such duties, responsibilities and authority of such position subject to the direction of the Company's Chairman of the Board and Chief Board, Executive Officer Officers of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;board of directors (the "BOARD")."

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the CompanyCompany and shall have the normal duties, with responsibilities and authority of such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;position.

Position and Duties. (ia) During the first two (2) years of the Employment Period, Executive shall serve as a member the "Chief Executive Officer and Chairman of the Board of Directors Board" of the Company and shall have such duties, responsibilities and authority as Chairman of the Board and Chief Executive Officer of shall be determined by the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;'s Board of Directors.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of Employer and shall have the Companynormal duties, with responsibilities and authority of the Chairman and Chief Executive Officer, subject to the power of the Board reasonably to expand or limit such authorityduties, duties responsibilities and responsibilities as are commensurate authority and consistent with such position to override actions of the Chairman and as described in Exhibit B hereto;Chief Executive Officer.

Position and Duties. (ia) During the Employment Period, the Executive shall will serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and will have the normal duties, with responsibilities and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of Company’s President and Chief Executive Officer and in any other capacity assigned to him by the Board of Directors of (“the Company and as Board”). Executive shall report to the Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member Chief Financial Officer, Treasurer and Vice President of the Board of Directors Global Administrative Services of the Company and as Chairman shall have the duties, responsibilities and authority described in Schedule A attached hereto, subject to the ultimate authority of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Company (the “Chief Executive Officer”).

Position and Duties. (i) the Executive shall serve is currently employed as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of Officer. During the CompanyEmployment Period, with such the Executive’s position (including titles), authority, duties and responsibilities shall be at least commensurate with the most significant of those held, exercised and assigned to the Executive as are commensurate and consistent with such position and as described in Exhibit B hereto;of the Effective Date.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member the Secretary & General Counsel of Employer and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of Employer and the CompanyBoard to expand or limit such duties, with responsibilities and authority and to override such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;actions.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and shall have the normal duties, with such authorityresponsibilities and authority of a Chairman and Chief Executive Officer, duties subject to the overall discretion and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;authority of the Board.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as a member the Chief Executive Officer of the Company and shall have such duties and responsibilities as are consistent with such office, and as otherwise may be prescribed by the Board of Directors of the Company and as Chairman of (the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;“Board”) from time to time.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors Chief Financial Officer of the Company and as Chairman of shall have the Board duties, responsibilities and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and authority consistent with such position that are designated by the Company’s Chief Executive Officer, subject to the direction and as described in Exhibit B hereto;supervision of the Board.

Position and Duties. (ia) During the Employment Period, the Executive shall will serve as a member of the Board of Directors Chief Executive Officer and President of the Company and as Chairman will have the normal duties, responsibilities and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors Chief Legal Officer and Secretary of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with shall perform such authority, duties and responsibilities as are commensurate usual and consistent with customary for such position and such other duties as described in Exhibit B hereto;the Company shall from time to time reasonably assign to the Executive. The Executive shall report directly to the Xxxx Xxxxx.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member Chairman of the Company's Board of Directors (the "BOARD") and shall have the normal duties, responsibilities and authority attendant to such position, subject to the power of the Board of Directors of to expand or limit such duties, responsibilities and authority. The Executive shall also serve as the Company and as Chairman of the Board and Chief Executive Officer of the Company, with Company until such authority, duties and responsibilities time as are commensurate and consistent with such position and as described in Exhibit B hereto;his replacement is elected by the Board.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be initially employed as a member of the Board of Directors Chief Technology Officer of the Company and as Chairman of reporting to the Board and Chief Executive Officer of Officer. During the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;term hereof Executive shall always report to the Chief Executive Officer.

Position and Duties. (i) During the Term of Employment, the Executive shall will serve as a member of the Board of Directors of the Company and as Chairman of the Board Chairman, President and Chief Executive Officer of the Company and will have such duties, functions, responsibilities and authority as are consistent with the Executive's position as the senior executive officer in charge of the general management, business and affairs of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;subject to the supervision of the Board.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority of the President and Chief Executive Officer, subject to the overall direction and authority of the Company, with such authority, duties 's board of directors (the "Board") and responsibilities as are commensurate and consistent with such position and as described to any constraints that may be contained in Exhibit B hereto;yearly operating budgets approved by the Board.

Position and Duties. (i1) During the Term, the Executive shall serve as Chief Accounting Officer/Vice President — Accounting, and in so doing, shall possess the duties and responsibilities consistent with the position set forth above in a member company of the size and nature of the Company, and such other duties, responsibilities, and authority assigned to and assumed by the Executive from time to time by the Board of Directors of the Company and as Chairman (the “Board”) or such other officer of the Board and Chief Executive Officer of company as shall be designated by the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Board.

Position and Duties. (i) Subject to the terms and conditions hereof, the Company hereby employs the Executive shall during the term of employment set forth in Section 2 to serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the Company, with such authority, duties and responsibilities . The Executive shall be responsible for those operations of the Company as are commensurate normally and consistent customarily associated with such position and as described in Exhibit B hereto;well as such other associated duties as the board of directors of the Company (the “Board”) shall determine.

Position and Duties. (i) During the Term, the Executive shall serve serve, as a member of an employee, as the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and shall have such duties, with such authorityfunctions, duties responsibilities and responsibilities authority as are commensurate and consistent with such the Executive's position as the senior executive officer in charge of the general management, business and as described in Exhibit B hereto;affairs of the Company.

Position and Duties. (i) Commencing on the date hereof and continuing during the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and shall report to the Chief Executive Officer of the Company. Executive shall have such duties, responsibilities and authority as specified from time to time by the Chief Executive Officer of the Company, with such authority, duties subject in each instance to the supervision and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;direction of the Board.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member General Counsel and Secretary of Employer and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of Employer and the CompanyBoard to expand or limit such duties, with responsibilities and authority and to override such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;actions.

Position and Duties. (i) During the Employment Period, (i) the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B heretomay be consistent with such position, reporting to the Board of Directors of the Company (the “Board”);

Position and Duties. (i) i. During the Employment Period, the Executive shall serve as a member Chairman of the Board of Directors of the Company and as Chairman of the Board Directors, President and Chief Executive Officer of the Company, Company with such the appropriate authority, duties and responsibilities attendant to such positions. Executive shall also serve, at the request of the Company, as are commensurate a Director of the Company and consistent with such position and as described in Exhibit B hereto;each of its subsidiaries.

Position and Duties. (i) A. During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and shall have the normal duties, with responsibilities and authority of the Chairman and Chief Executive Officer, subject to the power of the Board to expand or limit such authorityduties, duties responsibilities and responsibilities as are commensurate authority and consistent with such position to override actions of the Chairman and as described in Exhibit B hereto;Chief Executive Officer.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the Company, reporting to the Board, with such authority, duties and responsibilities as are commensurate customarily assigned to such position, and consistent such other duties and responsibilities not inconsistent therewith as may be assigned to him from time to time by the Board with notice of such position and as described assignment being provided to the Executive in Exhibit B hereto;writing.

Position and Duties. (ia) During the Period of Employment, Executive agrees to perform such duties and executive functions as Employer shall serve as a member assign to him from time to time and shall have the title of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer Officer. Executive shall devote his best efforts and (except as provided in Section 5.03(e) hereof) full-time attention to the performance of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;his duties.

Position and Duties. (ia) During the Employment Term, the Executive shall will serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Financial Officer of the Company, with such authorityreporting to the Company’s Chief Executive Officer. In this capacity, duties the Executive will have the duties, authorities and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;the Executive’s position.

Position and Duties. (ia) During the Employment Period, Executive shall will serve as a member the Chief Medical Officer of the Company. Executive will have the normal duties, responsibilities and authority of his role, subject to the overall direction and authority of the Board of Directors of the Company (the “Board”) and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Officer.

Position and Duties. (ia) During the Employment Period, the Executive shall will serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and will have the normal duties, with responsibilities and authority of this office, all subject to the power of the Board (as defined in Section 9 below) to expand such duties, responsibilities and authority, duties and responsibilities including without limitation appointing the Executive as are commensurate and consistent with such position and as described in Exhibit B hereto;an officer of one or more Subsidiaries.

Position and Duties. (ia) the The Executive shall serve the Company as its Chief Financial Officer and shall perform and have the responsibilities, duties, status and authority customary for a member position in an organization of the Board of Directors of the Company size and as Chairman of the Board and Chief Executive Officer nature of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member Chairman and Chief Executive Officer of the Company with duties and responsibilities consistent therewith. The Executive shall be located at the Company's headquarters. During the Employment Period, the Executive shall serve on the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (i) During the Employment Period, Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board President and Chief Executive Officer of the CompanyEmployer and shall have the normal duties, with responsibilities and authority implied by such authority, position and such other duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;assigned by the Board.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member the Chief Executive Officer of the Company or in such other similar position as the Executive and the Board shall agree upon and, subject to the management of the business and affairs of the Company at the direction of the Board of Directors of the Company (the “Board”), shall have the normal duties, responsibilities and as Chairman authority of the Board and Chief Executive Officer of the Company, with an executive serving in such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;position.

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the Company, with Company as well as in such authority, duties and responsibilities other executive positions as are commensurate and consistent with such position and as described in Exhibit B hereto;directed by the Board.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member of the Board of Directors Chief Executive Officer and President of the Company and as Chairman shall have the normal duties, responsibilities, functions and authority of such position, subject to the Board and Chief Executive Officer oversight of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;'s board of directors (the "BOARD").

Position and Duties. (i) During the Employment Period, the Executive shall serve as a member of the Board of Directors Chief Financial Officer of the Company and as Chairman of shall have the Board duties, responsibilities and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and authority consistent with such position that are designated by the Company’s President and as described in Exhibit B hereto;Chief Executive Officer, subject to the direction and supervision of the Board.

Position and Duties. (ia) During the Employment Period, Executive shall serve perform such duties for the Company, its affiliates and its Subsidiaries as a member of the Board of Directors of the Company and as Chairman of the Board and Company's Chief Executive Officer or other Company officer to whom Executive reports may from time to time may direct. Executive shall be Vice President of Managed Care for the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;.

Position and Duties. (ia) During the Employment Period and subject to Section 4(g), the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyCompany and shall have the normal duties, with such authorityresponsibilities and authority of the Chief Executive Officer, duties subject to the power of the Board and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;the powers delegated to the Executive’s superiors (if any) by the Board.

Position and Duties. (i) During the Employment Period, (A) the Executive shall serve as a member of the Board of Directors of the Company and as Chairman of the Board and Chief Executive Officer of the CompanyOfficer, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described may be consistent with such position. Notwithstanding the foregoing, the Company and the Executive may mutually agree to such changes in Exhibit B hereto;the Executive's position, reporting or location of employment as are in the best interests of the Company without violating the provisions of this paragraph.

Position and Duties. (ia) During the Employment Period, Executive shall serve as a member the Chief Operating Officer of the Company and shall have the normal duties, responsibilities and authority of the Chief Operating Officer, subject to the power of the Chief Executive Officer or Board of Directors of the Company (the "Board") to expand or limit such duties, responsibilities and as Chairman authority within the confines of the Board ordinary duties, responsibilities and authority of a Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate and consistent with such position and as described in Exhibit B hereto;Operating Officer.